Legal analysis of shareholder withdrawal, legal issues of shareholder withdrawal of shares

Legal analysis: Shareholders withdraw from the company, which refers to the system in which shareholders recover the value of their shares for specific reasons during the existence of the company, thereby absolutely losing their status as members of the company.

Legal basis: Company Law of the People's Republic of China Article 75 In any of the following circumstances, shareholders who vote against the resolution of the shareholders' meeting may ask the company to acquire its equity in accordance with a reasonable **

1) The company has not distributed profits to shareholders for 5 consecutive years, and the company has made profits for 5 consecutive years, and the company has met the conditions for distributing profits stipulated in this Law;

2) The merger, division or transfer of the main property of the company;

3) The business period specified in the articles of association of the company expires or other reasons for dissolution specified in the articles of association arise, and the shareholders' meeting passes a resolution to amend the articles of association to make the company exist.

Legal analysis: the shareholders of the joint-stock company want to unilaterally dissolve the equity is actually another party does not want to fulfill the shareholder responsibility, but the withdrawal and the actual withdrawal are two different issues, and he still has to bear the shareholder responsibility when he does not perform the statutory dissolution of the equity. Therefore, the other party wants to withdraw from the town, but does not go through the equity transfer procedures, is an irresponsible approach, he bears the risk of the company's royal number of operations, but does not bear the responsibility of the company's operation, equity transfer should be said to be the most convenient way to exit, if the transferee is a shareholder of the company, then it can be transferred directly.

If it is a third party other than the shareholders of the company, the consent of more than half of the other shareholders of the company is required, and the shareholders of the company also have the right of first refusal under the same conditions. Because the Company Law stipulates that if the other shareholders of the company do not agree to the transfer to others, they need to buy it themselves, so as long as someone is willing to act as the transferee, there is no legal obstacle to the transfer of equity.

Legal basis: Company Law of the People's Republic of China Article 71 The 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 the shareholder shall be subject to the consent of more than half of the other shareholders.

Shareholders shall notify other shareholders in writing to seek consent for the transfer of their equity for lack of fuel, and if other shareholders do not reply within 30 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 shall purchase the transferred equity purchase, and if the purchase is deemed to have consented to the transfer.

Legal analysis: Under normal circumstances, shareholders are not allowed to withdraw their shares, but they can request to acquire their shares in a reasonable manner.

Legal basis: Company Law of the People's Republic of China Article 74 In any of the following circumstances, shareholders who vote against the resolution of the shareholders' meeting may request the company to acquire their equity in accordance with a reasonable **:

1) The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law;

2) The merger, division or transfer of the main property of the company;

3) The expiration of the business period specified in the articles of association of the company or the occurrence of other reasons for dissolution specified in the articles of association, and the shareholders' meeting passes a resolution to amend the articles of association to make the company continue to be dissolved.

If the shareholders and the company cannot reach an equity acquisition agreement within 60 days from the date of the adoption of the resolution of the shareholders' meeting, the shareholders may file a lawsuit with the people's court within 10 days from the date of the adoption of the resolution of the shareholders' meeting.