How to liquidate the withdrawal of shareholders? How to liquidate the shareholder s withdrawal of sh

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.

After the establishment of the company, shareholders generally cannot withdraw their shares, and can only transfer their equity in accordance with the 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 shares in accordance with a reasonable **: (1) the company does not distribute profits to shareholders for five consecutive years, and the company has made profits for five consecutive years; (2) The company merges, separates, or transfers its main assets; Wait a minute.

First of all, shares cannot be refunded, but can only be transferred. You can first pay dividends before transferring. It can also be transferred directly. Dividends are in accordance with the provisions of the company's articles of association or the agreement at the time of investment.

Liquidation is to find out how much your company has a surplus and then distribute the surplus according to the proportion of shares.

Is the withdrawal of shares to reduce the registered capital of the company? Or is it a shareholder's equity transfer?

If it is the first case, unless the company buys back this part of the shares first, and then cancels this part of the shares.

But whether it is the first or the second case, there is no need to liquidate, and you only need to negotiate a transaction** OK? However, when the shares are cancelled, the change of registered capital and the change of provident fund will be involved. Liquidation is only involved when the company goes bankrupt or deregistered, right?

Legal analysis: If a shareholder withdraws shares and the shareholder resolves not to continue to operate the enterprise, the enterprise needs to be liquidated, and the liquidation process is as follows: (1) establish a liquidation group in accordance with the law; (2) the liquidation group takes over the company; (3) Liquidation of the company's assets; (4) Verification of the company's debts; (5) Notify or announce the creditor to declare the creditor's rights and register the creditor's rights; (6) Handle and liquidate the unsettled business with the company, and collect the company's creditor's rights; (7) Participate in the company's litigation activities; (8) Disposal of company property; (9) Repayment of debts; (10) Preparation of balance sheet and asset list.

Legal basis: Article 3 of the Civil Code of the People's Republic of China The company is an enterprise legal person, has independent legal person property, and enjoys the property rights of legal person. The company is liable for the debts of the company with all its property.

The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions, and the shareholders of **** are liable to the company to the extent of the shares they subscribe.

Shareholders withdraw their shares and are taken over by other shareholders. In this case, there is no need to do liquidation, but to deal with the transfer income and loss according to the company's net assets. Only if the company is dissolved after the shareholder withdraws shares, then the relevant liquidation will be involved.

Article 183 of the Company Law, if a company is dissolved due to the provisions of subparagraphs (1), (2), (4) and (5) of Article 180 of this Law, it shall establish a liquidation group within 15 days from the date of the occurrence of the cause of dissolution and start liquidation. 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.

The liquidation process for shareholder withdrawal is as follows:

1. Establish a liquidation group in accordance with the law, and the liquidation group will take over the company;

2. Clean up the company's assets and verify the company's debts;

3. Notify or announce the creditor to declare the creditor's rights and register the creditor's rights;

4. Handle and liquidate the unfinished business with the company, and collect the company's creditor's rights;

5. Participate in the company's litigation activities and dispose of the company's property;

6. Settle debts, prepare balance sheets and asset or knowledge lists;

7. Formulate, confirm and implement the liquidation plan.

1. The equity withdrawal mechanism is as follows:

1. Equity transfer, including the transfer of equity between shareholders, the transfer of equity by persons other than shareholders, and the provisions of the articles of association on the transfer of shares;

2. Shareholders can request the company to repurchase equity with a reasonable **;

3. The company is dissolved, and the shareholders have achieved the legal effect equivalent to withdrawing from the company in the case of the dissolution of the company.

2. Equity incentives shall not be implemented under the following circumstances:

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The audit report of the internal control of the financial report of the most recent fiscal year was issued by the certified public accountant with a negative opinion or unable to express an opinion;

3. In the last 36 months after listing, there has been a failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments;

4. Laws and regulations stipulate that equity incentives shall not be implemented.

Generally speaking, the relevant departments can fully understand the matter of shareholder withdrawal according to the actual situation, and can carry out reasonable disposal under the operation of the relevant departments.

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 their equity transfer, and if other shareholders do not reply within 10 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.

For the equity transferred with the consent of the shareholders, under the same conditions, other shareholders have the right of first refusal. 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.

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

Shareholders need to set up a liquidation group to liquidate the company.

The specific process is as follows:

1. Establish a liquidation group in accordance with the law;

(2) the liquidation group takes over the company;

(3) Liquidation of the company's assets;

(4) Verification of the company's debts;

(5) Notify or announce the creditor to declare the creditor's rights and register the creditor's rights;

(6) Handle and liquidate the unsettled business with the company, and collect the company's creditor's rights;

7. Participate in the litigation activities of the public quarrel Changsi;

(8) Disposal of company property;

(9) Repayment of debts;

(10) Preparation of balance sheet and asset list.

11. Formulate a liquidation plan;

12. Confirm and implement the liquidation plan;

13. Submit liquidation report;

14. Cancel registration.

The liquidation group shall notify the creditors within 10 days from the date of establishment and make an announcement in the newspaper within 60 days. The creditor shall, within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if it has not received the notice, declare its creditor's rights to the liquidation group. When a creditor declares a creditor's right, it shall explain the relevant matters of the creditor's right and provide supporting materials.

The liquidation group shall register the creditor's rights. During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.

After liquidating the company's property and compiling the balance sheet and property list, the liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, the general meeting of shareholders or the people's court for confirmation. The company's property is distributed according to the proportion of shareholders' capital contributions, and the shares are distributed according to the proportion of shares held by shareholders. During the liquidation period, the company shall continue to exist, but shall not carry out business activities unrelated to the liquidation.

The company's property shall not be distributed to shareholders until it is repaid in accordance with the relevant regulations.

Company Law of the People's Republic of China

Article 182 Where serious difficulties arise in the operation and management of the company, and the continued existence of the company will cause major losses to the interests of the lack of shares, which cannot be resolved by other means, the shareholders holding more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.

Shareholders withdraw their shares, and other shareholders take over the collection of shares. In this case, there is no need to do liquidation, but to deal with the transfer income and loss according to the company's net assets. Only if the company is dissolved after the shareholder withdraws his shares, then the relevant liquidation will be involved.

Article 183 of the Company Law provides that 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 group is not established within the time limit to carry out the liquidation key, 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.