The issue of the company s divestment, how to deal with the company s shareholders divestment

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to the company, it becomes the registered capital of the company, and the registered capital of the company cannot be withdrawn at will.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.

In reality, divestment is not something that can be carried out casually, but rather through the legal process of divestment under the relevant company law. Since the establishment and fundraising of the company are legal, but the company is due to.

Hualu.com. What to do about shareholder divestment issues - Legal Express Legal Advice.

If one of the two shareholders wants to withdraw his capital because of the unhappy cooperation, can his funds be withdrawn from the company?

Legal Express. On the issue of shareholder divestment, my unit is a production enterprise, 200....Love to ask knowledgeable people.

On the issue of shareholder divestment, our unit is a production enterprise, established in 2002 with a registered capital of 1 million, and a capital increase of 2 million in April 2008 (the original shareholders are proportional), now.

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.

Extended Materials. Article 35 of the Company Law After the establishment of a company, shareholders shall not withdraw their capital contributions.

Article 71 of the Company Law 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.

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.

Article 72 of the Company Law When a people's court transfers a shareholder's equity in accordance with the compulsory enforcement procedures prescribed by law, it shall notify the company and all shareholders that other shareholders have the right of first refusal under the same conditions. If other shareholders do not exercise the right of pre-emption within 20 days from the date of notice from the people's court, they shall be deemed to have waived the right of pre-emption.

I don't know the meaning of the song when I hear it at first, and I am already a person in the song when I hear it again.

Since you are already a person in the song, why listen to the song in the song again.

In the song, I gently remember the people in my dreams, and I sigh when I wake up from my dreams.

At the end of the song, people have woken up from their dreams, where to find the dreamers again.

In the dream, the chorus sings the phoenix and begs the phoenix, and the dream wakes up and plays the parting fu solo.

That is, I know that the song people exist in dreams, why they cling to the outsiders.

How many crazy dreams, how many etc., it is difficult to tell the people in the infatuation song.

A page of red dust, a string and a song of life.

Since he is already a person in the song, why bother to understand the meaning of the song again.

I don't want to be a person in the song anymore, but the more I listen to it, the more I sink.

The song in the song, the people in the people, the people in the song will eventually leave, and the people will be scattered at the end of the song.

A song of liver and intestines is broken, where to find a bosom friend at the end of the world.

Legal analysis: Shareholder withdrawal means that the shareholder withdraws from the company and no longer serves as the company's share file as the owner, and there are two main ways to withdraw capital, one is equity transfer, that is, the shareholder transfers the company's equity to others, and the other is the company's acquisition, that is, under specific circumstances, the shareholder can require the company to acquire its equity. Once the shareholder fulfills the obligation of capital contribution to the company, it becomes the registered capital of the company, and the registered capital of the company cannot be withdrawn at will.

Legal basis: Article 74 of the Company Law of the People's Republic of China In any of the following circumstances, shareholders who vote 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 profits for five consecutive years and meets the conditions for distributing profits 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.

A joint-stock company is a form of enterprise organization that concentrates scattered capital through the issuance of ** and other **. Originated in Europe in the 18th century, it became widely popular in the world's capitalist countries in the second half of the 19th century, and until now, joint-stock companies occupy a dominant position in the economies of capitalist countries. A joint-stock company is a type of joint venture company, which has the following characteristics:

First, the capital of a joint-stock company is not in the form of a single person's capital contribution, but is divided into a number of ** shares, which are composed of many people's joint capital and share subscriptions; Second, the ownership of a joint-stock company does not belong to one person, but to all those who contribute to subscribe for the company's shares. These two characteristics of a joint-stock company give it advantages that other forms of enterprise organization do not have: (1) A joint-stock company can quickly achieve capital concentration.

The capital of a joint-stock company is divided into a number of shares, which are subscribed by the investors, and the investors can subscribe for one or more shares according to their own financial capacity. In this way, the larger amount of investment is reduced to zero, so that more people have the ability to invest, and the speed of investment is greatly accelerated. (2) The joint-stock company can meet the requirements of the large-scale production of the modern society for the organizational form of the enterprise.

Socialized large-scale production has higher requirements for the organizational form of enterprises, and joint-stock companies can meet these requirements, because joint-stock companies can concentrate huge amounts of capital through the method of raising funds through IPOs to meet the demand for capital of large-scale production; At the same time, the ownership of the joint-stock company belongs to all the shareholders, and various management bodies such as the general meeting of shareholders, the board of directors, and the board of supervisors are set up, and the separation of ownership and management rights is implemented, so the joint-stock company has become the most important form of enterprise organization in the modern economy.

In the event of the withdrawal of capital by the shareholders of the company, the company registration authority shall order the correction and impose a fine of not less than 5% but not more than 15% of the amount of capital withdrawn. After the establishment of the company, shareholders shall not withdraw their capital at will, and shall transfer their equity in accordance with the procedures prescribed by the articles of association and the law.

[Legal basis].

Article 11 of the Company Law of the People's Republic of China stipulates that the articles of association of the company must be formulated in accordance with the law to establish a company. The articles of association of the company have binding force on the company, shareholders, directors, supervisors and senior management. Article 15 of the third sedan car after the establishment of the company, shareholders shall not withdraw their capital contributions.

Article 200 If the founders or shareholders of a company withdraw their capital contributions after the establishment of the company, the company registration authorities shall order them to make corrections and impose a fine of not less than 5 percent but not more than 15 percent of the amount of capital contributions withdrawn.