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The process of changing the company's shareholders:
1.The applicant shall submit an application to the window of the Industrial and Commercial Bureau of the Municipal Affairs Service Center with relevant materials, and the "Notice of Acceptance" or "Application Materials Acceptance Form" shall be issued after the preliminary examination by the acceptance examiner; If the conditions for acceptance are not met, the applicant shall be notified of all the materials that should be supplemented and corrected at one time on the spot or within 5 working days (a notice will be issued).
2.If the applicant's application materials are complete and in accordance with the statutory form, the industrial and commercial bureau shall issue a decision on whether to approve the registration on the spot and issue a Notice of Registration Decision; If it is necessary to verify the substance of the application materials, the Administration for Industry and Commerce shall issue a Notice of Matters Requiring Verification of Enterprise Registration Materials, and the Administration for Industry and Commerce shall make a decision to approve or reject the application within 10 working days.
3.After 5 working days from the Administration for Industry and Commerce (except for the substance of the application materials that need to be verified), the applicant may renew the Notice of Approval of Alteration of Registration at the Licensing Window with the Notice of Registration Decision.
After the applicant for shareholder change submits the above required information and completes the procedures required for the change of shareholders of the company, the qualification of our company's shareholders will be changed. The new shareholder will replace the original shareholder to exercise his rights and fulfill his obligations.
Materials to be submitted for the change of shareholders of the company:
1. Application for Change of Company Registration signed by the legal representative (with the company's official seal);
2. The company signs the "Company Shareholders (Promoters) Capital Contribution Form" (the company stamps the official seal);
3. The "Certificate of Designated Representative or Co-entrusting Person" signed by the company (stamped with the official seal of the company) and a copy of the ID card of the designated representative or entrusting **person (signed by the person); The specific matters to be entrusted, the authority of the entrusted person, and the period of entrustment should be indicated.
4. Amendment to the articles of association of the company (signed by the legal representative of the company);
5. Proof of change of name or name of shareholder or promoter;
A copy of the Notice of Approval of Change of Registration submitted by the enterprise; Public institution legal person, association legal person, and private non-enterprise unit submit the certificate of approval of the relevant registration authority; A certificate submitted by a natural person to the public security department.
6. The main qualification certificate or natural person identity certificate of the new shareholder or promoter;
The enterprise submits a copy of the copy of the business license; The legal person of the institution shall submit a copy of the registration certificate of the legal person of the enterprise; A copy of the registration certificate of the legal person of the association shall be submitted; The private non-enterprise unit shall submit a copy of the certificate of the private non-enterprise unit; The natural person submits a copy of the ID card.
7. A copy of the company's business license.
Note: Companies established in accordance with the Company Law and the Regulations on the Administration of Company Registration shall apply to the application for a change in the name of a shareholder or promoter or for the registration of a change in name. If the above items are not indicated to be submitted in photocopy, the original shall be submitted.
If the copy is submitted, it shall be marked "consistent with the original" and stamped by the company.
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1. The materials are fully prepared. 2. Fill in the information completely (take it from the Industrial and Commercial Bureau or online**). 3. Bring the information, get it to the Industrial and Commercial Bureau, and wait for the notice to get the business license (bring the change fee of 110 yuan when you go to get the license).
4. After that, go to the local taxation bureau for tax registration, and you need to bring the materials at that time. Facts: (1).
Application for change (signed and stamped); (2).Investor Information Form (official seal required); (3).The resolution to elect the directors and supervisors of the company (signed by the new shareholders); (4).
The company's equity agrees to amend the company's articles of association resolution (signed by the new shareholders); (5).The company's equity transfer agreement 1 (signed by the original shareholder); (6).Company directors, supervisors, managers (signed and stamped on ID card); (7).
The company's equity transfer agreement (signed as required); (8).Resolution on the appointment of managers by the executive director of the company (signed); (9).Registration form of the company's legal representative (signed and stamped with official seal).
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How does the company's equity change process go?
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If the shareholder wants to change the equity, then the transfer needs to be made through the equity transfer agreement. Specifically, a legal and valid equity agreement is required to make a change, and shareholders can change their equity by transferring the equity of Shenstool to other shareholders or persons other than other shareholders, signing an equity transfer agreement, and changing the equity after fulfilling their obligations. Therefore, if the shareholder wants to change the equity, it can be handled in accordance with the above provisions.
[Legal basis].
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 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 to the transfer 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 shares of Xiaodong claim to exercise the right of first refusal, 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.
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The equity business of the Beijing Law Finance Department is quite famous, and it is also very well-known in the industry, and has dealt with many large enterprises such as the change of shareholdings, the design of the equity structure, and the equity incentives.
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1. All shareholders should sign at the Administration for Industry and Commerce and bring their original ID cards. 2. Prepare industrial and commercial materials, equity transfer agreements, resolutions of the old shareholders' meeting, resolutions of the new shareholders' meeting, and new articles of association. 3. The industrial and commercial bureau will record the change of the company's equity.
4. After the change of industry and commerce, if it involves the change of the legal person, the legal representative also needs to be changed. 5. Tax accounting should be carried out before changing the tax registration certificate and changing the equity. 6. Check whether there are undistributed profits in the financial statements, if there are numbers for the accountant to fill in the next month, or pay personal income tax 25 before filial piety.
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When changing the legal person, take the company's three certificates and some materials, as well as the power of attorney of the legal person and the ID card of the legal person, to the business department of the work rules to handle the change of Sun Weiyu.
Account opening, national and local taxes, **, qs) these mountain people do not need to change.
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After the completion of the equity transfer, the target company shall cancel the capital contribution certificate of the original shareholder, and issue the capital contribution certificate to the new shareholder, and need to amend the name, residence and capital contribution of the relevant shareholder in the articles of association and the register of shareholders. If a limited liability company changes its shareholders, it shall go through the registration of the change within 30 days from the date of the change to the industrial and commercial department.
1. The company goes to the industrial and commercial department to obtain the relevant ** of the company's change application (including the resolution of the shareholders' meeting and the amendment to the articles of association), and fills in or prints the relevant documents according to their requirements and affixes the official seal or the shareholder's signature.
2. Write the shareholder's withdrawal expense sheet and accounting voucher, and if it is a share transfer, write the shareholder's shareholding receipt and accounting voucher. If it is an old shareholder, there is no need to conduct capital verification; If it is transferred to a new shareholder, this part of the invested capital also needs to be verified for capital verification.
3. Go to the accounting firm to get the "Bank Inquiry Letter":
4. Go to the bank to deposit investment funds: shareholders bring their own part of the money to the bank, the private seal of the legal representative, the ID card, the money used for capital verification, and the blank letter of inquiry**, and deposit the corresponding money into the company's account according to their own capital contribution.
5. Take all the ** to the accounting firm to issue a capital verification report.
6. All materials shall be submitted to the industrial and commercial department in exchange for a new business license after three days.
1. What should be paid attention to when the individual income tax involved in the change of the company's equity?
1. In the equity transfer transaction, the transferor is the taxpayer, and the party who transfers the equity is the withholding agent, and the obligation to withhold and pay taxes is fulfilled.
2. After the parties to the equity transaction sign the equity transfer agreement and complete the equity transfer transaction and before the enterprise changes the equity registration, the transferor or transferee who has the obligation to pay tax or withhold shall go to the competent tax authorities for tax payment (withholding) declaration, and go to the administrative department for industry and commerce to go through the registration procedures for equity change with the individual income tax payment certificate or tax exemption and non-tax certificate issued by the tax authority.
3. If the parties to the equity transaction have signed the equity transfer agreement, but have not completed the equity transfer transaction, the enterprise shall fill in the "Report Form on Changes in Individual Shareholders" and report to the competent tax authorities when applying for the registration of equity change to the administrative department for industry and commerce.
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The method of registration of the change of suspected rights of shareholders per mu: within 30 days from the date of change, the parties shall submit the subject qualification certificate or natural person identity certificate of the new shareholder to the company registration authority and submit an application for change of registration. If the conditions are met, the registration organs shall promptly approve it.
[Legal basis].
Article 72 of the Company Law of the People's Republic of China.
When the people's court transfers the equity of a shareholder in accordance with the compulsory enforcement procedures prescribed by law, it shall notify the company and all shareholders that the 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.
Article 34 of the Regulations of the People's Republic of China on the Administration of Company Registration.
If a limited liability company changes its shareholders, it shall apply for change of registration within 30 days from the date of change, and shall submit the new shareholder's subject qualification certificate or natural person identity certificate.
After the death of a natural person shareholder of a limited liability company, if his legal heirs inherit the shareholder qualifications, the company shall apply for a change of registration in accordance with the provisions of the preceding paragraph.
If the shareholder of a limited liability company or the promoter of the shares of **** changes his name or title, he shall apply for change of registration within 30 days from the date of the change of name or title.
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