If there is a dispute between the shareholders of the company, and one party wants to withdraw the s

Article 36 of the Company Law stipulates that after the establishment of a company, shareholders shall not withdraw their capital contributions. Compared with the company law before the revision of 05, the new company law only changed the original "withdrawal of capital contribution" to "withdrawal of capital contribution", a difference of one word, but established a new legal system. In conjunction with the provisions of Article 75 of the New Company Law on the company's repurchase of shareholders' shares, it has found a way for the shareholders to withdraw from the company.

However, generally speaking, China's current legislation on the withdrawal of shareholders of limited liability companies is not complete, because limited liability companies have the nature of capital cooperation and human cooperation, and the establishment and operation of companies are based on the mutual trust and cooperation of shareholders. In practice, it is quite difficult for shareholders to withdraw if the relationship between shareholders deteriorates extremely. First, due to the lack of cooperation among shareholders, it is difficult to form a resolution of the shareholders' meeting to dissolve the company, and even the shareholders' meeting cannot be convened.

Second, when transferring equity to the outside world, no one is willing to accept the equity because it is impossible to obtain the consent of more than half of all shareholders or the original shareholders express their intention to accept or unite with the new shareholders. When transferring equity to shareholders within the company, the original shareholders may take advantage of the advantages of controlling the company to put the exiting shareholders in a situation of information asymmetry in terms of finances and assets, thereby impairing their rights and interests.

It is recommended to directly find a professional lawyer or institution to solve the dispute between shareholders, you can consult Fa Caida, there are both equity lawyers and accountants, and many enterprises have solved equity problems, which is very professional, and you can also travel to various places to handle cases.

Legal analysis: Shareholders do not agree to withdraw shares: the parties to the dispute can negotiate on their own.

If the parties are unable to reach an agreement, they may apply for mediation by a third party or arbitrate (only applicable to the existence of an arbitration agreement or arbitration agreement between the parties). If it still cannot be resolved, the parties may file a lawsuit. A shareholder is an individual or entity that has limited or unlimited liability for the debts of a joint-stock company and is entitled to dividends and bonuses by virtue of their holdings.

Shareholders who contribute capital to the joint-stock company to subscribe for ** have both certain rights and obligations. The main rights of shareholders are: to participate in shareholders' meetings and have the right to vote on major matters of the company; the right to vote for directors and supervisors of the company; distribution of the company's earnings and the right to dividends; the right to issue a request; ** Right to request transfer; the right to request for the change of bearer to registered**; The right to dispose of the remaining property in the event of the company's business failure, closure and bankruptcy.

The size of shareholder rights depends on the type and amount of ** held by shareholders.

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

Article 28 Shareholders shall pay in full and on time the amount of capital contributions subscribed by each of them as stipulated in the articles of association of the company before the burial. If the shareholder makes a monetary contribution, the full amount of the monetary contribution shall be deposited into the bank account opened by the limited liability company; Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law.

If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, in addition to paying the full amount to the company, it shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution in full on time.

Article 78 To establish a share, there shall be two or more than two and less than 200 initiators, of which more than half of the initiators must have a domicile in China.

Article 79 The promoter of the stock **** shall undertake the preparatory affairs of the company.

The promoters should sign a promoter agreement to clarify their respective rights and obligations in the process of company establishment.

There is an institution specializing in equity dispute cases You Xiang, called Fa Caida, is very good at dealing with shareholder withdrawal disputes, and the team members are composed of professional equity lawyers and Shen Peibo accountants Selling Jane is very professional.

The method of withdrawal of shares in the event of a conflict between shareholders is as follows:

1. To transfer the equity to other shareholders Huai Chun and sign the equity transfer agreement, the statutory conditions need to be met, as follows:

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 prescribed conditions for distributing profits;

2) Merger, division or transfer of major 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;

2. If the equity is transferred externally, the equity transfer agreement shall be signed after obtaining the consent of more than half of the other shareholders;

3. The company cancels the capital contribution certificate of the original shareholder and issues the capital contribution certificate to the new shareholder.

The specific method of equity transfer is as follows:

1. Convene a general meeting of shareholders of the company to study the feasibility of equity and equity acquisition, analyze whether the purpose of equity acquisition is in line with the company's strategic development, and analyze the economic strength and operating ability of the acquirer, and operate in strict accordance with the legal procedures;

2. Hire a lawyer to conduct lawyer due diligence;

3. Substantive consultation and negotiation between the transferor and the transferee;

4. The transferor enterprise submits an application for equity transfer to the competent department at a higher level, and it is approved by the competent department at a higher level;

5. If the transferred equity belongs to a state-owned enterprise or a wholly state-owned enterprise, it is necessary to go to the state-owned assets office for project approval and confirmation, and then go to the asset appraisal office for evaluation;

6. Go to the relevant departments to change and register the lead code, including movable property, real estate and intellectual property rights.

To sum up, if there is a conflict between shareholders to handle the withdrawal of shares, it is necessary to provide corresponding materials and identity certificates to sign the equity transfer agreement.

Legal basis]:

Article 4 of the Company Law of the People's Republic of China.

The shareholders of the company enjoy the rights of asset returns, participation in major decision-making and selection of managers in accordance with the law.

Article 16. If a company invests in other enterprises or provides guarantees for others, it shall be resolved by the board of directors or the shareholders' meeting or the general meeting of shareholders in accordance with the provisions of the articles of association; Where the articles of association of the company stipulate a limit on the total amount of investment or guarantee and the amount of a single investment or guarantee, it shall not exceed the prescribed limit.

If a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the general meeting of shareholders.

The shareholders provided for in the preceding paragraph, or the shareholders under the control of the actual controller provided for in the preceding paragraph, must not participate in the voting on the matters provided for in the preceding paragraph. The vote is passed by a majority of the voting rights held by the other shareholders present at the meeting.

Shareholders of a limited liability company may withdraw from the company through equity transfer, share withdrawal, company capital reduction, etc.

1. Shareholders can 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.

2. Shareholders may request the company to repurchase shares when the company merges, the expiration of the business period of division, and the company has made profits for five consecutive years but does not distribute profits to shareholders.

3. The reduction of registered capital by shareholders requires the consent of shareholders with more than two-thirds of the voting rights and the fulfillment of statutory capital reduction procedures.

Legal basis] Article 74 of the Company Law, in any of the following circumstances, the shareholders who voted 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 a profit for five consecutive years and meets the conditions for distributing profits as 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.

If the shareholder and the company cannot reach an equity acquisition agreement within 60 days from the date of the resolution of the shareholders' meeting, the shareholder may file a lawsuit with the people's court within 90 days from the date of the resolution of the shareholders' meeting.

Go to consult the legal finance Wu Xieda, is a legal consulting company specializing in dealing with corporate equity issues, the industry roster is very ingenious, good at handling corporate equity disputes The degree of professionalism is very high.