Whether the equity of a limited liability company can be signed privately

First of all, your first question is that the transfer of equity in your personal name to someone else, and the transfer of equity to you by others, regardless of whether there is an offsetting act, are legally two entities. In other words, when you both have a debt problem, these are two cases, and there is no connection between them if they are not explained in an agreement.

Secondly, according to the relevant national regulations, the change of equity should be registered with the industrial and commercial department before it can be approved by law. What you are talking about is the so-called "yin-yang agreement" that is often used by the people. From a legal point of view, no matter which one will be protected by law, but in the event of a conflict, the court generally accepts the industrial and commercial department, and your personal agreement must state that the matter is related to the relevant registration information of the industrial and commercial department before it can be recognized by law.

Regardless of how you make the change, the change of equity needs the approval of other shareholders. A private agreement is valid only for both parties and is not binding on other shareholders. The recipient only has the right to know about the equity you exchange privately, but cannot exercise other rights and cannot fully enjoy the rights due to you, but the responsibilities and obligations cannot be changed.

Personally, I suggest that you should go through the legal process, don't be afraid of trouble, and do everything clearly, so that one day in the future, everyone will have nothing to say to the court. I've suffered losses in this area, and the lawsuit is very difficult to fight, so it's important to protect yourself.

Hello! This may work between you, but it will not work externally. For example, if your company wants to vote on a matter, you should exercise your voting rights according to the number of shares, but because you have given a friend part of the shares, you need to listen to his opinion privately and vote for his share according to his decision.

Your friend doesn't have the right to vote in person. The same is true for the rights and obligations of other shareholders. If you want to legally obtain equity, you can only change the registration with the industrial and commercial department, otherwise you cannot fight against a third party.

Legal analysis: If there is no statutory reason for invalidity, then the equity agreement signed between the company and the individual is valid, because the citizen can sign the agreement with the legal person, and the two parties are equal subjects.

Legal basis: Civil Code of the People's Republic of China

Article 2: The Civil Law regulates the personal and property relations between natural persons, legal persons, and unincorporated organizations that are equal subjects.

Article 143:Civil juristic acts that meet the following requirements are valid:

1) The perpetrator has the corresponding capacity for civil conduct;

2) The meaning is genuine;

3) Do not violate the mandatory provisions of laws and administrative regulations, and do not violate public order and good customs.

Article 144:Civil juristic acts carried out by persons lacking capacity for civil conduct are invalid.

Article 145:Civil juristic acts carried out by persons with limited capacity for civil conduct that are purely for the benefit of the individual, or civil juristic acts appropriate to their age, intelligence, or mental health are valid; Other civil juristic acts carried out are effective after being approved or recognized by the legally-prescribed person.

The counterpart may urge the legally-prescribed person to make a retrospective recognition within 30 days from the date of receipt of the notice. If the statutory ** person does not make an expression, it shall be deemed to be a refusal to recognize. Before a civil juristic act is recognized, the bona fide counterpart has the right to revoke it. The revocation shall be made by way of notification.

Article 146:Civil juristic acts carried out by the actor and the counterpart with false expressions of intent are invalid.

The effectiveness of civil juristic acts concealed by false expressions of intent is to be handled in accordance with the relevant legal provisions.

This kind of withdrawal agreement is invalid, and according to Article 35 of the Company Law, shareholders shall not withdraw their capital contributions after the establishment of the company, which is a mandatory provision of the law. After the shareholders make the capital contribution, the shareholders' capital contribution is then converted into the company's assets, and as the price of the capital contribution, Wudong obtains a certain proportion of the company's equity and enjoys the rights of shareholders.

The company is an independent corporate legal person, has independent property rights, shareholders after the capital contribution, according to the capital contribution to enjoy the company's equity, shareholders can be in accordance with the provisions of the law, free transfer of their own equity, except in specific circumstances, shareholders can not require the company to return the capital contribution. In the course of the company's operation, if the shareholders agree to use the company's assets as the price or directly return the capital contribution of the shareholder by the company for the consideration of the shareholder's withdrawal of shares, this kind of behavior is actually a reduction of the company's registered capital, and in order to protect the interests of the company's creditors, the Company Law has a series of strict procedures for reducing the registered capital.

A privately concluded share agreement is null and void. Because it is not registered in the register of shareholders, it does not enjoy shareholder rights. However, if the person who signs the agreement is a silent shareholder, the agreement is valid.

A silent shareholder is an investor who actually contributes to subscribe for the company's shares, but is recorded as someone else in the company's articles of association, register of shareholders and industrial and commercial registration.

Company Law of the People's Republic of China

Article 32.

A limited liability company shall maintain a register of shareholders to record the following matters:

1) The name and address of the shareholder;

2) the amount of capital contributed by the shareholders;

3) The number of the capital contribution certificate.

Shareholders recorded in the register of shareholders may claim to exercise their rights as shareholders in accordance with the register of shareholders. The company shall register the shareholder's surname or name with the registration authority of the public audit department;

Where there is a change in the registration items, the modification registration shall be handled. Where registration has not been made or the registration is changed, it must not be confronted by a third party.

The equity agreement signed by the branch is valid. The legal act of civil non-wanton behavior that meets the following conditions is valid: (1) the actor has the corresponding capacity for civil conduct; 2) The meaning is genuine; 3) Do not violate the mandatory provisions of laws and administrative regulations, and do not violate public order and good customs.

Legal basis: Article 143 of the Civil Code provides that civil juristic acts that meet the following conditions are valid: (1) the actor has the corresponding capacity for civil conduct; 2) The meaning is genuine; (3) Failure to inspect the year violates the mandatory provisions of laws and administrative regulations, and does not violate public order and good customs.

Article 14 of the Company Law provides that a company may establish a branch office. To establish a branch, it is necessary to apply for registration with the company registration authority and obtain a business license. A branch office does not have legal personality, and its civil liability is borne by the company.

A company may establish a subsidiary, which has the status of a legal person and independently bears civil liability in accordance with the law. Note: The Civil Code came into force on January 1, 2021.

A private equity transfer agreement is valid as long as it is a genuine expression of intent and has the corresponding civil capacity. According to the relevant laws and regulations, only the transfer of equity by a limited liability company requires the consent of other shareholders. In other cases, the equity can be freely transferred.

Article 490 of the Former Civil Code.

If the parties conclude a contract in the form of a written contract, the contract shall be formed when both parties sign, affix their seals or press their fingerprints. The contract is formed when one of the parties has fulfilled its primary obligations and the other party has accepted it before signing, stamping or fingerprinting.

When laws or administrative regulations stipulate or the parties agree that a contract shall be concluded in written form, and the parties do not use the written form but one party has performed its main obligations and the other party accepts it, the contract shall be established.