If you withdraw your shares, you can only transfer your shares. As for how to divide it? How many shares you hold will be decided by both parties through consultation.
Withdrawal of shares by shareholders of a limited company
Article 36 of the Company Law stipulates: (Limited Liability) After the establishment of the company, shareholders shall not withdraw their capital contribution. However, this does not mean that the shareholders of the company are not allowed to quit the company under any circumstances. According to the Company Law, shareholders of a limited liability company can withdraw from the company by means of equity transfer or withdrawal. In addition, when the company is dissolved according to law, the shareholders of the company can also distribute the company's property after performing the relevant liquidation procedures according to law, so the shareholders can also obtain the legal purpose of actually quitting the company; According to the relevant provisions of the Company Law, this paper analyzes the specific ways of shareholders' withdrawal of shares in limited liability companies.
I. Equity transfer
Article 72 of the Company Law stipulates that shareholders of a limited liability company may withdraw from the company by means of equity transfer. Equity transfer includes transfer between shareholders and transfer to people other than shareholders.
1. Equity transfer between shareholders
Paragraph 1 of Article 72 of the Company Law stipulates that shareholders of a limited liability company may transfer all or part of their shares to each other.
2. Transfer of equity by persons other than shareholders.
Paragraph 2 of Article 72 of the Company Law stipulates that a shareholder's transfer of equity to a person other than a shareholder shall be approved by more than half of the other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. 3. Provisions on share transfer in the Articles of Association
Paragraph 4 of Article 72 of the Company Law stipulates that if there are other provisions on equity transfer in the articles of association, those provisions shall prevail. Second, the legal situation of applying for withdrawal of shares
The withdrawal of shares by shareholders of a limited liability company must conform to the three legal situations stipulated in the Company Law for shareholders to apply for withdrawal. Article 75 of the Company Law confirms the withdrawal of shares by shareholders of a limited liability company:
In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:
(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Therefore, in order to exercise the right of withdrawal, shareholders must meet one of the above three legal circumstances. The above three situations are difficult to happen during the company's existence. In addition to the above three legal withdrawal cases, there is no relevant legal basis for shareholders to withdraw their shares under the current legal framework.
Three. Dissolution of the company
From the analysis of the provisions of the Company Law, shareholders have obtained the legal effect of quitting the company when the company is dissolved. 1. Dissolve the company according to the articles of association or the resolution of the shareholders' meeting.
Article 181 of the Company Law stipulates: (1) The business term stipulated in the company's articles of association expires or other reasons for dissolution stipulated in the company's articles of association occur; (2) The shareholders' meeting or shareholders' meeting resolves to dissolve. According to item 2 of paragraph 1 of this article, the company may be dissolved. Paragraph 2 of Article 187 of the Company Law stipulates that the remaining property of the company after paying liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying taxes owed and paying off the company's debts shall be distributed by the limited liability company according to the proportion of shareholders' investment. It can be seen that when the company is dissolved according to the articles of association or the resolution of the shareholders' meeting, the shareholders of the company have actually achieved the legal purpose of quitting the company. 2. Under special circumstances, shareholders may apply to the people's court for compulsory dissolution of the company. According to Article 183 of the Company Law, serious difficulties have occurred in the operation and management of the company, and the continued existence will cause great losses to the interests of shareholders. If it cannot be solved by other means, shareholders who hold more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company. The purpose of this clause is to protect the interests of minority shareholders. However, in practice, it is difficult to grasp the interpretation and application of this law, and it is bound to encounter the problem of how to interpret and apply this law. For example, what kind of situation can be considered as "serious difficulties in the company's operation"; What is in line with "shareholders' interests have suffered heavy losses"; What are the other ways? Nevertheless, this clause provides a new legal remedy for shareholders to withdraw their shares when facing the deadlock of the company. In short, after the above legal analysis, share transfer, legal withdrawal, dissolution of the company according to the company's articles of association and the resolution of the shareholders' meeting, and filing a lawsuit for dissolution of the company are several ways to solve the withdrawal of shareholders in the current company law. The advantages and disadvantages of these methods are analyzed as follows: 1. The fastest and most economical equity transfer scheme should be the first choice for shareholders to consider quitting the company. 2. The advantage of dissolving the company according to the articles of association and the resolution of the shareholders' meeting is that it can protect the rights of shareholders when they quit, but the disadvantage is that it is more complicated to handle the relevant procedures. 3. Legal withdrawal of shares is difficult to happen, but it is also an ideal choice for starting a company. 4. When the company refuses to buy shares that meet the statutory conditions for withdrawal, the shareholders may bring a lawsuit to the people's court. 5. Bring a lawsuit to the people's court for compulsory dissolution of the company. This way is the last resort for shareholders to exhaust other remedies, that is, on the premise that the legitimate rights and interests of shareholders are seriously affected and the company's operation and management will be seriously affected, when other remedies are exhausted, shareholders of the company can file a lawsuit for compulsory dissolution of the company with the people's court.
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Simply put, you want to quit in the future. You can transfer 60% of your shares. Other shareholders of the company have the preemptive right and can also transfer it to others. If it really doesn't work, the company can only be dissolved.