Is it legally permissible for a majority shareholder to directly acquire the shares of a minority sh

Allowed. You can talk about it, generally it is the major shareholders who make a price, and basically let all investors untie it. If you want a higher ** estimate is also difficult.

The majority shareholder can pass a resolution at the general meeting of shareholders by way of a tender offer, and you can exercise cash and ** options. In fact, you generally choose cash, if you choose **, after delisting, it can only be valued according to net assets, which is definitely not cost-effective. As long as the minority shareholders agree, it does not cause harm to any third party, and of course it is legal.

Whether the purchase price of the majority shareholder can be paid from the company: The capital contribution of both the major shareholder and the minority shareholder in the company has been converted into the company's assets. If the acquisition is to be made, the majority shareholder shall pay the minority shareholder with its own funds, and the shares of the original minority shareholder can be transferred to the name of the major shareholder only after the industrial and commercial department has been registered with the industrial and commercial department.

A strict distinction must be made between shareholder holdings and corporate assets. The shareholder's shareholding is only entitled to equity, but the part of the share capital contribution belongs to the company's assets and is no longer the personal property of the shareholder.

Further information: According to the provisions of the Company Law, shareholders of enterprises have the same shares and equal rights. Theoretically, there is only the theory that a major shareholder acquires the shares of a minority shareholder, and a major shareholder has no right to kick out the minority shareholder.

Furthermore, if there is no special agreement between the shareholders, the majority shareholder does not have the right to forcibly purchase the shares of the minority shareholders.

If the major shareholder considers the overall situation and feels that the minority shareholder is not suitable for the development of the company, or there is an irreconcilable contradiction with the minority shareholder, the minority shareholder's rights can be stripped of the minority shareholder's rights in disguise. The board of directors of a company is elected by the shareholders' meeting, for example, the voting rights held by the major shareholders can be removed from the senior management positions of the minority shareholders in the company through the shareholders' meeting, and the relevant assets and businesses are sold. At this time, the minority shareholders basically have no right to speak, and there are no substantive interests to be made, so they have to leave.

Therefore, the majority shareholder may have more than two-thirds of the voting rights, but it also has no right to kick the minority shareholder out of the game, unless the minority shareholder completely fails to fulfill the capital contribution obligation or withdraws all the capital contribution, and still does not pay or return it after the reminder. In addition, the majority shareholders have the power to kick out executives or bring minority shareholders to the board of directors. Conversely, minority shareholders who feel that something is wrong with the company and want to get out of it can ask the company to buy its shares.

If it is not possible to withdraw the shares normally, to the point where the net is broken, the minority shareholders can go through legal procedures and file a lawsuit with the court in accordance with the law.

It is sufficient to comply with the legal procedures.

Legal analysis: The process of equity acquisition is to sign a letter of intent to acquire, determine an object of acquisition, and then have the acquirer to make a resolution on the acquisition, then convene a general meeting of shareholders of the company to vote, and finally sign an acquisition agreement, negotiate on the acquisition issue, and sign the acquisition contract. After signing the acquisition contract, you need to go through the change procedure.

Legal basis: Article 71 of the Company Law of the People's Republic of China 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 solicit consent for their equity transfer, 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; If you do not purchase it, you will be deemed to have agreed to the transfer.

The other shareholders have the right of first refusal to purchase the equity transferred by the shareholders in good faith under the same conditions. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios; If the negotiation fails, the right of first refusal shall be exercised in accordance with the proportion of their respective capital contributions at the time of transfer.

If the articles of association of the company have other provisions on the transfer of equity, such provisions shall prevail.

Legal Analysis: A majority shareholder cannot force a minority shareholder to sell shares. Resolutions made at the shareholders' meeting to amend the articles of association or increase or decrease the registered capital must be passed by the shareholders representing more than two-thirds of the voting rights.

Legal basis: Company Law of the People's Republic of China

Article 43 Except as provided in this Law, the manner of deliberation and voting procedures of the shareholders' meeting shall be prescribed by the articles of association.

Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights.

Article 137 The shares held by shareholders may be transferred in accordance with law.

Article 138 The transfer of shares by shareholders shall be carried out at a place established in accordance with the law or in other ways provided for in the provisions of the Poor World Zhao.

Majority shareholders cannot force minority shareholders to sell their shares. The resolution to amend the articles of association or increase or decrease the registered capital must be passed by the shareholders representing more than two-thirds of the voting rights.

1. How to reduce the registered capital of a limited liability company.

The method of reducing the registered capital of a limited liability company is to make a plan formulated by the board of directors, and then the shareholders representing more than two-thirds of the voting rights pass it, and the shareholders will make a resolution to increase or decrease the registered capital. Then, amend the articles of incorporation. In addition, when a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.

2. The convening and resolution of the shareholders' meeting.

Shareholders' meetings are divided into regular meetings and extraordinary meetings. Regular meetings shall be convened on time in accordance with the provisions of the articles of association.

Shareholders representing 1 10 or more voting rights, 1 3 or more directors, the board of supervisors or supervisors of a company without a board of supervisors may propose to convene an extraordinary meeting;

To convene a shareholders' meeting, all shareholders shall be notified 15 days before the meeting; However, unless otherwise provided in the articles of association or otherwise agreed by all shareholders.

At the shareholders' meeting, the shareholders shall exercise their voting rights in accordance with the proportion of their capital contributions; Except as otherwise provided in the Articles of Association. The manner of deliberation and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company.

Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than 2 3 voting rights. If the company provides a guarantee for a shareholder or actual controller, the interested shareholder or actual controller shall not participate in the voting of the resolutions of the shareholders' meeting, and the vote shall be passed by more than half of the other shareholders present at the meeting.

3. What are the special resolutions of the shareholders' meeting?

The special resolution of the shareholders' meeting reads as follows:

1. The shareholders' meeting decides to increase or decrease the registered capital;

2. The shareholders' meeting decides on the merger, division and dissolution of the company;

3. The shareholders' meeting decides to change the form of the company;

4. The shareholders' meeting decides on major asset restructuring;

5. The shareholders' meeting decided to amend the articles of association.

The law stipulates that the manner of deliberation and voting procedures of the general meeting of shareholders shall be prescribed by the articles of association. Resolutions made by the general meeting of shareholders to amend the articles of association, increase or decrease the registered capital, merge, division, dissolution or change the form of the company must be approved by the shareholders representing more than two-thirds of the voting rights.

Company Law of the People's Republic of China

Article 43 Except as provided in this Law, the manner of deliberation and voting procedures of the shareholders' meeting shall be prescribed by the articles of association.

Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights.

Article 137:Shares held by shareholders may be transferred in accordance with law.

Article 138 The transfer of shares by shareholders shall be carried out in a trading venue established in accordance with the law or in other ways prescribed by the company.