The specific process of company transfer is as follows:
1. Discussion and voting at the shareholders’ meeting
Shareholders who want to transfer their capital contribution submit an application for transfer of capital contribution to the company’s board of directors, and the board of directors will Submit it to the shareholders' meeting for discussion and voting. This is mainly a requirement for shareholders to transfer capital contributions to persons other than shareholders, because the transfer of capital contributions between shareholders does not require a vote by the shareholders' meeting.
2. Asset evaluation
In the transfer of investment, the assets of the state-owned assets and intangible assets such as land use rights, industrial property rights, and proprietary technologies involved shall be evaluated.
3. Sign a transfer agreement
Sign an agreement to transfer capital contribution. The shareholder who transfers the capital contribution and the shareholder whose capital contribution is transferred; or a person other than the shareholder who has the discretion to sign an agreement for the transfer of capital contribution in accordance with the provisions of the law and based on the voting results of the general meeting; the amount of the capital contribution transferred by both parties, the transfer procedure, the two parties It stipulates the rights and obligations and other matters so that it can be used as an effective legal document to bind both parties and regulate the behavior of both parties.
4. Capital Contribution Certificate
Recover the capital contribution certificate of the original shareholder and issue a new capital contribution certificate to the transferee; and record it in the shareholder list. After a shareholder transfers his or her capital contribution, the company will record the name, address, and amount of the transferred capital contribution in the shareholder register, which has legal publicity effect.
5. Vote on the company's articles of association
Convene a shareholders' meeting to vote on amending the company's articles of association; change the members of the company's board of directors and supervisory board if necessary based on shareholders' proposals. The company's articles of association record the names of shareholders and their capital contributions. The transfer of capital by shareholders will inevitably lead to changes in the shareholder structure and capital contributions. Therefore, a shareholders' meeting must be convened to amend the company's articles of association.
6. Industrial and commercial registration
Apply to the industrial and commercial administrative department for changes in industrial and commercial registration matters regarding modifications to the company's articles of association, changes in shareholders and their capital contributions, changes in the board of directors and the board of supervisors, etc.
At this point, all legal procedures for shareholders’ capital transfer have been completed.
Extended information
The "Company Law of the People's Republic of China" stipulates:
Article 71 Shareholders of a limited liability company may mutually Transfer all or part of its equity.
The transfer of equity by a shareholder to a person other than the shareholder must be approved by a majority of the other shareholders. Shareholders shall notify other shareholders in writing to seek consent regarding the transfer of their equity. If other shareholders do not respond within thirty days from the date of receipt of 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 should purchase the transferred equity; if they do not purchase, it will be deemed to have agreed to the transfer.
For equity transferred with the consent of shareholders, other shareholders have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase proportions; if the negotiation fails, the right of first refusal shall be exercised according to the proportion of their respective capital contributions at the time of transfer.
If the company's articles of association have other provisions on equity transfer, those provisions shall prevail.
Baidu Encyclopedia - Company Transfer
Baidu Encyclopedia - Company Law of the People's Republic of China