Limited Liability Company Shareholders How to Exit What are the responsibilities of not withdrawing

Article 36 of the Company Law stipulates that after the establishment of a company with limited liability, shareholders shall not withdraw their capital contributions. However, this is not to say that the shareholders of a company are not allowed to withdraw from the company under any circumstances.

According to the provisions of the Company Law, shareholders of a limited liability company can withdraw from the company through equity transfer and share withdrawal.

In the case that the company is dissolved in accordance with the law, the shareholders of the company can also distribute the company's property after performing the relevant liquidation procedures in accordance with the law, so that the shareholders can also obtain the legal purpose of actually withdrawing from the company; According to the relevant provisions of the Company Law, the specific withdrawal method of the shareholders of the limited liability company is analyzed:

Equity Transfer. Article 72 of the Company Law stipulates that shareholders of a limited liability company may withdraw from the company by way of equity transfer. There are two ways of equity transfer: transfer between shareholders and transfer to persons other than shareholders.

1. Transfer of equity between shareholders.

Paragraph 1 of Article 72 of the Company Law stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other.

2. Transfer of equity by persons other than shareholders.

Paragraph 2 of Article 72 of the Company Law stipulates that 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. 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.

3. The provisions of the articles of association on the transfer of shares.

Since you are a shareholder, you have to bear limited liability according to your own shares, and the new registration regulations are that the registered capital is changed from the paid-in system to the subscription system, and you can make zero capital contribution when you are just registered. But it does not mean that you do not have the responsibility to contribute, and the articles of association stipulate how many business periods are paid. Therefore, as long as you have the registered amount, the responsibility is still shared by the shareholders according to the shares.

Then you need to withdraw the shares by way of equity transfer and transfer them to other people or another owner. The share transfer agreement and the resolution of the shareholders' meeting that you need to sign.

The so-called withdrawal of shares by shareholders of the company can be divided into the following two situations according to the different ways of shareholder withdrawal: first, equity transfer; Shareholders can withdraw from the company by transferring their equity to other shareholders of the company or a third party other than shareholders, and complete the withdrawal of shareholders. This method is actually to buy and sell equity, in which the transfer to other shareholders can be directly signed by both parties to sign an agreement; If the transfer is made to the third third, it can only be transferred after the consent of more than half of the other shareholders, and the shareholders have the right of first refusal to purchase the equity.

Withdrawal of shares by way of equity transfer does not occur in the liquidation of the company, and the equity ** can be determined according to the value of the equity currently held. Second, if the company does not intend to continue to operate, it will be dissolved by the decision of the shareholders' meeting, and then it is necessary to pass the resolution of the shareholders' meeting to implement the liquidation of the company. Liquidation process:

Establish a liquidation group - start the liquidation work - propose a liquidation plan - distribute the company's assets - end the liquidation. After liquidation, you can handle the dissolution of the company, as well as the cancellation business of industry and commerce and taxation. Legal basis:

Article 183 of the Company Law of the People's Republic of China If a company is dissolved due to the provisions of subparagraphs (1), (2), (4) and (5) of Article 180 of this Law, a liquidation group shall be established within 15 days from the date of occurrence of the cause of dissolution and liquidation shall begin. The liquidation group of a limited liability company is composed of shareholders, and the liquidation group of shares is composed of directors or persons determined by the general meeting of shareholders. If a liquidation team is not established for liquidation within the time limit, the creditor may apply to the people's court to appoint relevant personnel to form a liquidation group for liquidation.

The people's court shall accept the application and promptly organize a liquidation team to conduct liquidation.

How do LLC shareholders exit?

Withdrawal of shares, i.e., withdrawal from the company, refers to a system in which a shareholder withdraws the value of his or her equity for specific reasons during the existence of the company, thereby absolutely losing his or her membership status.

The question you are talking about falls within the scope of company law practice.

Here's what I think—

1. The shareholders of a limited liability company are two natural persons, and one of them is preparing to withdraw on behalf of the shareholder, how to deal with it? According to the norms of the Company Law, it shall be transferred to another shareholder in priority; If the other shareholder expressly renounces it, then the equity can be transferred to the other person.

2. The person who quits completely gives up the shares, which is rarely encountered in practice. Can equity be waived? In my opinion, equity is property associated with a specific identity and generally cannot be given up; If you clearly state that you no longer claim to own the company's equity, and the original equity belongs to another party for free, then, you should write a statement to the other party, amend the company's articles of association, cancel your equity, and the other party will get your property free of charge.

3. Is it feasible to transfer it to another ** owner (legal person) for free? Generally speaking, the administrative authority may not accept the free transfer of equity without a specific relationship.

4. Do I need to charge taxes? Whether it is necessary to charge taxes depends on the equity value of the company and the specific social relationship with another ** to determine.

The above views are for your reference.

You can find another ** to accept his shares, or another ** can directly accept his shares, and the company becomes a wholly owned company by natural persons. Stamp duty is payable on equity transfers, and personal income tax is also required if the company is profitable.

This situation is also normal, no matter whether the investor operates as long as the income is in line with the provisions of the shareholding system, you as the legal representative also has the right to decide, and the main way to deal with this aspect is to compress profits, the method is: one is to increase reinvestment, expand the scale of operation, the second is to distribute dividends according to the pre-agreed dividend ratio, and the third is that you contribute to the acquisition of its shares. Limited Liability Company, abbreviated as **** (co.).

ltd., spelled for Limited Liability Company), refers to the limited liability company in accordance with the ".

Provision for registration, by fifty or less.

Funded and established, each ** east with its institute.

The amount of capital contribution to the company is limited liability, and the company is liable for all of its capital.

Bear responsibility for its debts.

Limited liability companies include:

and other limited liability companies.

It is unrealistic for a profitable company to withdraw its shares, and only through negotiation between the two parties can it be determined that a fairer ** buys the shares in his hands.

He asks for more points, so he can score more points? How the charter is determined, according to the agreement.

Otherwise, fuck off.

Go to the Industrial and Commercial Bureau to change the shareholder or legal person! It's not very difficult to just prepare the shareholders' meeting resolution and the amendment to the articles of association.

Just go to the relevant departments to go through the formalities.

The Company Law clearly stipulates that shareholders cannot withdraw their capital at will, because once a shareholder fulfills his or her obligation to make capital contributions to the company, it becomes the registered capital of the company, and the registered capital of the company cannot be withdrawn at will. However, shareholders can transfer out through normal channels: first, equity transfer; The second is to reduce the registered capital and cancel the shares.

If the equity transfer is externally transferred, the consent of other shareholders is required, and the right of first refusal is enjoyed, and the relevant equity transfer procedures are handled at the administrative department for industry and commerce, and recorded. The latter is required to convene a general meeting of shareholders, which shall be approved by shareholders representing more than two-thirds of the voting rights, prepare relevant statements and notify creditors. The basic process of the company's capital reduction:

1. Resolution of the shareholders' meeting. The shareholders' meeting shall make a special resolution on the capital reduction of a limited liability company in accordance with the law. The decision on the reduction of capital of a wholly state-owned company shall be made by an institution authorized by the state for investment or by a department authorized by the state.

2. Prepare balance sheet and property list. 3. Notify or announce creditors. The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper at least three times within 30 days.

Within 30 days from the date of receipt of the notice, and within 90 days from the date of the first announcement if the creditor has not received the notice, the creditor has the right to require the company to pay off the debts or provide corresponding guarantees. Legal basis: Article 177 of the Company Law of the People's Republic of China stipulates that when a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.

The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the creditor has not received the notice, the creditor has the right to require the company to repay the debts or provide corresponding guarantees.

Shareholders of a limited liability company are not allowed to withdraw their capital. The main reasons are as follows:

According to the provisions of the Company Law, the shareholders of the company are not allowed to withdraw the amount of capital contribution. The act of withdrawing capital by shareholders without authorization is a withdrawal of capital contributions. This will lead to inconsistencies between the registered capital and the actual capital of the company, which is a fraudulent act and may cause damage to the interests of the company's creditors.

So it's not allowed by law. However, it can be transferred out through normal channels: first, equity transfer; The second is to reduce the registered capital and cancel the shares.

If it is a technology stock, there is no question of divestment, but it is just to sell the shares you own cheaper, and you negotiate with the transferee about how much to sell.

You can choose to transfer the equity, other shareholders have the right of first refusal, and there are legal procedures for the transfer of equity, and the procedure is as follows.

1. In view of the nature of a limited liability company, the equity of a limited liability company cannot be transferred at will and should be carried out in accordance with legal procedures. Equity transfer of a limited liability company A limited liability company is composed of a certain number of shareholders in a quorum, and the general procedure for transfer is: the shareholders submit an application for transfer to the board of directors, and the board of directors submits it to the general meeting of shareholders for discussion, and the transfer can only be made after the consent of the quorum of shareholders.

2. The limited liability company is established by shareholders based on mutual trust, and has the characteristics of capital cooperation and human cooperation, in order to maintain the needs of mutual trust between shareholders of the company, in order to maintain the stability of the company, and maintain a good cooperative relationship between shareholders, shareholders should first consider the transfer of equity between the existing shareholders of the company. According to the relevant provisions of the Company Law, shareholders may transfer all or part of their capital contributions to each other.

3. If the capital contribution is transferred to a third party other than shareholders, it must be approved by more than half of all shareholders. Shareholders who do not agree to the transfer shall purchase the capital contribution of the transfer, and if they do not do so, they shall be deemed to have agreed to the transfer. The capital contribution transferred with the consent of the shareholders shall be subject to the same conditions.

Other shareholders have the right of first refusal to transfer the capital contribution. Therefore, if a shareholder wants to transfer his capital contribution (equity) to a natural or legal person other than the shareholder, he must obtain a written declaration from the other shareholders that he or she has waived the right of first refusal, after which the transferor and the transferee can negotiate the transfer of equity and sign the Equity Transfer Contract.

4. The signing of the equity transfer contract is the most important link in the equity transfer, and the rights and obligations between the transferor and the transferee must be clarified. It is recommended that the specific content of the clause be drafted by a lawyer or professional.

5. The equity transfer shall be registered with the industrial and commercial authorities for equity change. The company shall record the name and address of the transferee and the amount of capital contribution transferred in the register of shareholders.

If you don't care about the money, it's okay to give it away directly to other shareholders for free. (Achieved the purpose of your share withdrawal).

Shareholders of a limited liability company are not allowed to withdraw their capital. The main reasons are as follows:

The company is an independent legal person, its property is independent of the contributors, and according to the principle of capital maintenance, the contributors of the company cannot withdraw their capital contributions. Equity transfer can be carried out, ** agreed by the transferor and the transferee, or it can be determined in combination with the amount of capital contribution, the company's net assets, and the appraisal price. It is not illegal to have only one shareholder left after the transfer, but it must meet the requirements of the Company Law for one person's shares.

withdrawal of investments; Withdrawal of funds. Also called"Privatization of migration"。It is a type of privatization of public services, which means the abandonment of an enterprise, a function or an asset, and the transfer of public utilities or assets to the private sector.

Like delegated authority, divestment requires direct, explicit action. Unlike delegated authority, divestment is generally a one-time effort. That is, for public utilities with poor operating performance, they can be withdrawn from the market by cutting budgets, closing factories, and maintaining assets.

How do LLC shareholders exit?

Shareholders cannot withdraw their capital contributions, but can only transfer their shares, or dissolve the company for liquidation.

Your finances are ready to be laid off! Your 10% stake is equivalent to 100,000 yuan, and now your 10,000 yuan is equivalent to a loss of 90,000 yuan and pay a fart tax. It's not that the premium, if you sell 200,000, then you have to pay (20-10) x 20% personal income tax, and if you are a business, you will pay 25% corporate income tax!

Limited liability, capital investment in place is the shareholder. The funds have been lost, and the so-called divestment, if it is to get back the investment money, it is equivalent to asking other shareholders to buy it at the original price, unless others are willing.

Divestment is an act of negotiation and is not prohibited by law, as long as someone is willing to buy your shares. As for what to use, it is necessary to negotiate. Then, go to the industry and commerce to register the change of equity and change of shareholders.