The civil legal act of the company's shareholders to transfer their shares to others in accordance with the law, making others become shareholders of the company
Equity transfer refers to the civil legal act of a company's shareholders to transfer their shares to others in accordance with the law, so that others become shareholders of the company.
Chinese name
Equity transfer
Nature
Economics
Category
Shareholders transfer their shares to others according to law
so-calledEquity transfer financingMeans that small and medium-sized enterprises transfer part of their equity to raise funds needed by enterprises.After investors exchange capital for enterprise equity, the relationship between shareholders of the enterprise will change. The rights and obligations of shareholders will be readjusted, and the development mode and operation mode of the enterprise will also change.
When conducting such financing, small and medium-sized enterprises must carefully select the trading partner of equity transfer, and reasonably determine the proportion of equity transfer and other related issues according to the enterprise's own situation, in order to achieve the goal ofFinancing fundsIt is also conducive to the long-term development of the enterprise.
step
Announce
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1、 SigningEquity Transfer AgreementAnd notify the company and other shareholders that the transferor (the original shareholder) and the transferee (the new shareholder) should sign an equity transfer agreement (at least four copies: one for each party, one for the company, and one for industrial and commercial change).As for whether the new shareholder should bear the creditor's rights and debts of the original shareholder, it can be clearly stipulated in the "equity transfer agreement", and there is no law forcing the new shareholder to bear.
2、 Modify the Articles of Association
If there is no change in the legal representative, directors and supervisors, only one article can be amended.Generally, it is the name of the shareholder, the amount of contribution, the time of contribution and the way of contribution.The amendment to the Articles of Association of the Company does not need to be voted by the shareholders' meeting.
3、 Replacement of capital contribution certificate
The Company shall cancel the capital contribution certificate of the original shareholder and issue the capital contribution certificate to the new shareholder.
4、 Modify the register of shareholders
The register of shareholders shall record the following items: 1. the names and domiciles of shareholders;2. Capital contribution of shareholders;3. No. of capital contribution certificate.
The change registration of the company's register of shareholders is the dividing point of rights change in equity transfer. After the change of the register of shareholders, the transferee is the real owner of the equity.
5、 The newly revised Articles of Association, shareholders and their capital contributions shall be submitted toIndustrial and commercial administrationThe department carries out the industrial and commercial change registration
1. According to the relevant regulations, the enterprise needs to apply to the competent enterprise registration authority for registration of change in accordance with the relevant regulations, but does not need to submit a capital verification report, if the amount of registered capital remains unchanged due to changes in the investor and the proportion of capital contribution.Just fill in the relevant industrial and commercial change registration form, shareholder composition form, power of attorney, etc. (can be obtained from the Administration for Industry and Commerce).
2. Time limit: According to the Regulations on the Administration of Company Registration, if a shareholder of a limited liability company transfers his/her equity, he/she shall apply for registration of change within 30 days from the date of transfer of equity, and shall submit the main body qualification certificate or natural person identity certificate of the new shareholder.
3. If there is no registration, the transfer may not act against a third party.
