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Who needs to sign the resolution of the shareholders' meeting of equity transfer?

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Who needs to sign the resolution of the shareholders' meeting of equity transfer?


        

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  • 2024-06-13 13:00:00

    1. The resolution of the shareholders' meeting of equity transfer shall be signed by the shareholder who does not transfer the equity, and the shareholder who transfers the equity does not need to sign on the resolution of this meeting. The new shareholders are the shareholders of the Company only after the resolution is passed, and do not need to sign.
    2. Where a shareholder transfers his/her equity to any other party, the consent of more than half of the other shareholders shall be obtained. The form of consent can be a declaration of consent by more than half of the shareholders, or a resolution can be formed by convening a shareholders' meeting. For the resolution on whether to agree to the transfer of equity, the shareholders who transfer equity have no voting rights and do not need to sign.
    1、 What documents or materials are required for the company's equity transfer?
    1. Application for Change of Registration signed by the legal representative of the company and sealed by the company.
    2. Certificate of Designated Representative or Jointly Authorized Agent (stamped by the company); And a copy of the ID card of the designated representative or entrusted agent (signed by the person).
    3. Resolutions of the Shareholders' Meeting.
    4. Equity Transfer Agreement.
    5. If the equity is transferred to other shareholders of the company, the resolution of the new shareholders' meeting (shareholders after equity transfer) shall also be submitted.
    6. Amendment to the Articles of Association or the amended Articles of Association.
    7. The main body qualification certificate of the new shareholder or the identity certificate of the natural person.
    8. Original and duplicate of the original business license.
    To sum up, the above knowledge is an answer to the question of whether all shareholders are required to sign for equity transfer. It can be seen that the relevant laws of China clearly stipulate that in the process of equity change, only the signatures of shareholders and the transferee are required, and no other shareholders are required to participate in it. However, this equity change must be carried out according to the articles of association of the company. Do you understand?
    Legal provisions:
    In Article 71 of the Company Law, shareholders of a limited liability company may transfer all or part of their equity to each other.
    The transfer of equity by a shareholder to a person other than a shareholder shall be subject to the consent of more than half of the other shareholders. The shareholder shall notify the other shareholders in writing of the transfer of their shares for consent. If the other shareholders fail to reply within 30 days from the date of receiving the written notice, it shall be deemed that they agree 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 equity to be transferred; If no purchase is made, it shall be deemed as consent to the transfer.
    Under the same conditions, other shareholders have the preemptive right to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, they shall negotiate to determine their respective purchase proportion; If the negotiation fails, the preemptive right shall be exercised according to the respective proportion of capital contribution at the time of transfer. If the articles of association have other provisions on equity transfer, such provisions shall prevail.

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