Withdrawal of shareholders

How is the withdrawal of shareholders stipulated in the Company Law

After the establishment of the company, shareholders shall not withdraw their capital contributions. company with limited liability Shareholders can pass Equity transfer And withdrawal from the company. In the case that the company is dissolved according to law, the shareholders of the company can also perform relevant duties according to law Liquidation Distribute company property after the procedure.

as everyone knows, company law As the legal standard for company management, the Company Law can protect the rights and interests of the company's relevant personnel to the greatest extent. The Company Law also has a guiding role for the company's various affairs, including Withdrawal of shareholders There are clear regulations. So how is the withdrawal of shareholders stipulated in the Company Law? Now let's have a look with the small editor.

After the establishment of a limited company with shareholders' investment, the practice of economic life requires shareholders to withdraw their shares for many reasons:

(1) The operation risk of the company is too large, exceeding the expectation of shareholders' investment.

(2) Death of shareholder. The equity enjoyed by shareholders according to law is included in the heritage. if heir When they are unwilling or unsuitable to become shareholders of the company, they have to separate the investment of dead shareholders from the company.

(3) Divorce of shareholders. When a shareholder changes marriage, it is difficult for a spouse who is not a shareholder to participate in a limited company with high requirements for human cooperation. The spouse of non shareholders often takes half of the shareholders' equity out of the company for cash settlement.

Conditions for withdrawal of shareholders

Conditions for withdrawal of shareholders:

Article 75 of the Company Law clearly stipulates that under any of the following circumstances, shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase their shares at a reasonable price:

（1） The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for the five consecutive years, which is consistent with the statute Fixed conditions for profit distribution;

（2） The company merges, divides or transfers its main property;

(III) Articles of Association The shareholders' meeting adopts a resolution to amend the Articles of Association to make the company survive when the prescribed business term expires or other reasons for dissolution specified in the Articles of Association occur.

Within 60 days from the date of adoption of the resolution of the shareholders' meeting, if the shareholders and the company cannot reach an equity purchase agreement, the shareholders may file a lawsuit with the people's court within 90 days from the date of adoption of the resolution of the shareholders' meeting litigation 。

Shareholder withdrawal restrictions

The following restrictions shall be imposed on the withdrawal of shareholders:

First, when the company's liabilities exceed its assets, the withdrawing shareholders should provide guarantees. When the company's debt In case of insolvency, the withdrawing shareholders Debt assumption Supplement the liability for compensation, and assume the liability for paying off the debts that the company cannot pay off.

Second, the company's purchase price cannot exceed the company's net assets, otherwise, the company's creditor You may lose your interests.

Third, the shareholders' withdrawal of shares shall follow the public announcement procedure. The creditors of the company shall be notified or announced according to the company's capital reduction procedure. If the creditors do not agree with the withdrawal of shares, the company shall pay off their debts and then continue the withdrawal. This prevents shareholders from colluding with shareholders or companies to escape Corporate debt Important preventive measures.

Shareholders' withdrawal agreement

Shareholders' Withdrawal Agreement

*****Limited Company Equity Transfer Agreement

As the shareholder of ******** Company left the Company on April 29, 2009, and proposed to withdraw the principal and equity, we hereby apply for handling the equity transfer agreement.

In accordance with the Company Law of the People's Republic of China and other laws and regulations and the provisions of the Articles of Association of ******** (hereinafter referred to as the Company), Party A and Party B, through friendly negotiation, have signed this equity transfer agreement on the principle of equality, mutual benefit, honesty and credibility for mutual compliance.

Name of Party A (Transferor): Name of Party B (Transferee):

Domicile: Domicile:

ID No.: ID No.:

Contact: Contact:

Article 1 Transfer of equity

1. Party A transfers its% equity of the company to Party B;

2. Party B agrees to accept the equity transferred above;

3. The transfer price determined by both parties is RMB ten thousand yuan;

4. Party A guarantees that the equity transferred to Party B does not have the right of claim of a third party, has not set any pledge, and is not involved in any dispute or lawsuit.

5. For the part of the equity transferred by Party A to Party B that has not actually paid the capital contribution, after the transfer, Party B shall continue to perform the contribution obligation of this part of the equity.

(Note: if the equity transferred this time is the part of the paid capital contribution, delete paragraph 5)

6. After the completion of this equity transfer, Party B will enjoy% Shareholders' rights And assume obligations. Party A no longer enjoys the corresponding rights and obligations of shareholders.

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Way of withdrawal of shareholders

I Withdrawal of shareholders What are the ways

After the company is registered and established, it is impossible for shareholders to withdraw their shares. There are several ways to withdraw their shares:

1. Set Equity transfer To other shareholders, as long as the transfer price is reached, an agreement is signed and the change procedures are handled, which is relatively the simplest way.

2. To transfer the equity to a third person other than the shareholders of the company, generally as an external third person, the acquisition of equity will first see whether the company has a future. Generally, the external transfer of equity needs to go through legal procedures, and other shareholders may also exercise the preemptive right. Of course, you can achieve the goal of "withdrawal" as you wish.

3. The company repurchases equity, but needs to meet《 company law 》Under the conditions specified in Article 74, shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase their shares at a reasonable price:

4. The request for dissolution of the company also needs to meet legal conditions, such as the company Operation management Serious difficulties occur, which is one of the conditions under which the company can be dissolved. Of course, there are other situations where the company can be dissolved, which will not be listed here.

Shareholder withdrawal process

[Legal Basis]

Company Law of the People's Republic of China

Article 75 Under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase their shares at a reasonable price:

Within 60 days from the date of adoption of the resolution of the shareholders' meeting, if the shareholders and the company cannot reach an equity purchase agreement, the shareholders can file a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the shareholders' meeting.

Analysis Description

1. First of all, ask the company to purchase its equity. The price of equity should be reasonable and should not be too high.

2. Bring a lawsuit to the court according to law. Within 60 days from the date of adoption of the resolution of the shareholders' meeting, if the shareholders and the company cannot reach an equity purchase agreement, the shareholders can file a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the shareholders' meeting.

Shareholder withdrawal liquidation

1、 Establish a liquidation group.

According to the Company Law, the liquidation group of a voluntarily dissolved limited liability company shall be composed of shareholders, and the liquidation group of a joint stock limited company shall be determined by the general meeting of shareholders. In the case of a forced dissolution, the liquidation group shall be designated by the competent authority from among shareholders, relevant authorities and professionals.

2、 Carry out liquidation.

The liquidation group takes over the company from the date of establishment and carries out the following businesses:

1. Take over the Company's property;

2. Close the company's outstanding business;

3. Collect creditor's rights and settle debts;

4. Distribution of remaining property;

5. Cancellation of the company's legal person status and revocation of its business license.

3、 Notify creditors to declare their claims.

The time for declaration of claims is different from that specified in the Enterprise Bankruptcy Law of the People's Republic of China (for trial implementation). The liquidation team is required to notify creditors to declare claims within ten days from the date of its establishment, and it is required to publish claims in newspapers at least three times within sixty days. If no notice is received, claims shall be declared within ninety days from the date of the first announcement.

4、 Propose liquidation plan.

After clearing up the company's assets and preparing the balance sheet and inventory of assets, the liquidation group shall propose a liquidation plan, which shall be submitted to the shareholders' meeting for discussion and approval or to the competent authority for confirmation.

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