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How to deal with the company's articles of association that prohibit the inheritance of equity

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How to deal with the company's articles of association that prohibit the inheritance of equity


        

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  • 2024-05-28 09:01:36

    If the Articles of Association of a limited company prohibits the inheritance of equity, then after the death of a shareholder, his successor can only achieve property inheritance by transferring equity.

    The equity transfer of a limited company shall comply with the general provisions of the Company Law. In order to protect the preemptive right of other shareholders, prior to the transfer of shares, a written notice shall be given to other shareholders and consent shall be obtained from more than half of the shareholders of the company. However, if other shareholders fail to reply within 30 days from the date of receiving the written notice, it shall be deemed as consent.

    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.

    [Legal Basis]

    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.

    C***

    2024-05-28 09:01:36

  • company law Relevant knowledge

  • law

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