-
Legal analysis: 1. Application for Company Change (Filing) Registration; 2. The original power of attorney for enterprise application for registration; 3. Proof of identity of the person in charge; 4. Resolutions or decisions submitted in accordance with the provisions and procedures of the articles of association; 5. If it is transferred to a person other than the original shareholder, the subject qualification certificate of the new shareholder shall be submitted; 6. Amendment to the articles of association or new articles of association.
1) Bills of exchange, promissory notes, checks;
2) Bonds and certificates of deposit;
3) Warehouse receipts and bills of lading;
4) The first share and equity that can be transferred;
5) Property rights in intellectual property rights such as the exclusive right to use registered trademarks, patent rights, and copyrights that can be transferred;
vi) existing and future accounts receivable;
7) Other property rights that laws and administrative regulations provide may be pledged.
-
For the change of the company's equity, it is necessary to prepare the original and copy of the industrial and commercial business license, the original and copy of the equity transfer agreement, the identity information of the transferor and the transferee and other relevant materials. According to the relevant laws and regulations, only after industrial and commercial registration can it be used against a third party. However, it is not a requirement for entry into force.
Article 73 of the Company Law of the People's Republic of China.
After the transfer of equity in accordance with Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and amend the articles of association and the record of the shareholder and the amount of capital contribution in the register of shareholders accordingly. Such amendments to the Articles of Association do not need to be voted on by the shareholders' meeting.
Article 72.
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.
-
The change of the company's equity mainly involves the company's equity transfer, capital increase and share expansion, etc., and the following information needs to be prepared:
1.Equity transfer agreement or other legal documents;
2.Resolution of the shareholders' meeting (board of directors) of the transferor or the capital increaser;
3.Supporting documents of the new shareholder, such as ID card, business license, organization certificate** rubber register, etc.;
4.Proof of capital contribution of the new shareholder, such as bank remittance voucher, account certificate, etc.;
5.Financial audit report, performance evaluation report and other relevant supporting documents issued by certified public accountants;
6.Relevant administrative license documents, such as foreign exchange transfer approval documents of the State Administration of Foreign Exchange, tax-related certificates from the Tax Bureau, etc.;
7.Other necessary legal documents and supporting documents.
Special attention should be paid to the fact that before carrying out equity transfer, capital increase and share expansion, etc., the relevant laws and regulations and the articles of association of the company should be carefully studied to ensure that the operation complies with the requirements of the laws and regulations and the articles of association, and the relevant reporting and filing procedures should be performed to the relevant competent authorities or shareholders' meeting in a timely manner. At the same time, in order to ensure the safety and effectiveness of the transaction, it is recommended that a professional lawyer or financial advisor participate in the transaction and accompany the relevant documents such as pure bank review and confirmation.
-
1. The "Application for Change of Company Registration" signed by the legal representative of the company and stamped by the company.
2. "Certificate of Designated Representative or Co-entrusting Person" (with the company's official seal); and a copy of the ID card of the designated representative or the entrusted person (signed by the person).
3. Resolution of the original shareholders' meeting. (All old shareholders seal or sign, natural person shareholders sign, natural person shareholders seal).
2) the share capital structure of the company after the equity transfer;
4. Equity transfer agreement. (signed by both parties to the transfer, signed by natural persons, and stamped by persons other than natural persons) Main contents: (1) The names (names) of both parties to the agreement;
2) the share of the transferred equity and its **;
3) the delivery date of the transferred equity;
4) the date and method of delivery of the equity transfer money;
5) the time, place and effective method of entering into the agreement;
6) Other contents that both parties to the agreement deem necessary to clarify (including liability for breach of contract, dispute resolution channels, etc.).
5. If the equity is transferred to a shareholder other than the company, a resolution of the new shareholders' meeting (shareholders after the equity transfer) shall also be submitted. (Seal or signature of all new shareholders, signature of natural person shareholders, seal of shareholders other than natural persons) main content: other matters involved in the change of shareholders (including changes in the company's directors, supervisors, managers and other organizational personnel, etc.).
If there is a board of directors and a board of supervisors, it shall be submitted to the shareholders' meeting for resolution, and the members of the board of directors (3-13 people) and the members of the board of supervisors (more than 3 people) shall be appointed or elected in accordance with the provisions of the articles of association, and shall indicate the opinions on the above-mentioned personnel who meet the qualifications of Ren Congxiang as stipulated by the relevant laws and regulations after review; Submit a resolution to the board of directors, elect the chairman of the board, and appoint the general manager of the company; Submit a resolution of the Board of Supervisors to elect the Chairman of the Board of Supervisors.
If there is no board of directors or board of supervisors, it shall submit a resolution to the shareholders' meeting, appoint or elect executive directors (1 person) and supervisor (1-2 people) in accordance with the provisions of the articles of association, and appoint the general manager, and shall state the opinions that the above-mentioned personnel meet the qualifications prescribed by the relevant laws and regulations after review. (Directors and senior managers shall not concurrently serve as supervisors).
6. Amendments to the Articles of Association or amended Articles of Association. The amendment shall state the amended content in its entirety; Signature of the legal representative of the company.
7. The main qualification certificate of the new shareholder or the identity certificate of the natural person The shareholder is an enterprise, and submit a copy of the "Business License of Enterprise Legal Person", "Business License of Partnership Enterprise" and "Business License of Sole Proprietorship" (stamped with the official seal of the enterprise and signed in accordance with the original); If the shareholder is a legal person of a public institution, a copy of the Certificate of Legal Person of Public Institution shall be submitted (the official seal of the unit shall be stamped and signed, which shall be consistent with the original); If the shareholder is a natural person, submit a copy of the ID card (signed by the person, Zheng and signed by him, which is consistent with the original).
8. "The Company's Shareholders (Promoters) Capital Contribution Table" (stamped by the company).
9. If there is any change in the organizational structure, submit the "Company Directors, Supervisors and Managers" and "Company Legal Representative Registration Form" as appropriate.
10. Other materials to be submitted depending on the qualifications of the transferee;
11. Other materials to be submitted depending on the qualifications of the transferor.
12. Original and duplicate of the original business license.
-
Legal analysis: the transfer of equity between shareholders, as long as the company and other shareholders can be freely transferred, if the transfer of equity to a third party other than the shareholder, the shareholder who transferred the equity shall apply to the board of directors of the company, and the board of directors shall submit it to the shareholders' meeting for discussion and voting, or notify other shareholders that other shareholders have the right of first refusal under the same conditions.
Legal basis: "State-owned assets erection car evaluation measures" Article 3 such as the auction of state-owned assets, transfer, enterprise merger, etc., should be carried out asset evaluation. The ** of equity transfer generally cannot be less than the value of the net assets contained in the equity.
The change of shareholders needs to be registered with the industrial and commercial bureau, and it is necessary to prepare complete information about the company for change, and the change of shareholders of the company must be carried out in accordance with the prescribed legal process, and the law has clear provisions on issues and matters related to the change of shareholders. The company's shares are bought and sold through an equity transaction, which results in a change of shareholders. The change of equity of a limited liability company must sign an Equity Transfer Agreement and file it with the Administration for Industry and Commerce, while for a public company, the equity is traded in the secondary market, and only the change of specific shareholders needs to go through the corresponding procedures. >>>More
Need. The information required for the change of the company's legal person and the change of equity is as follows: >>>More
There are several points: 1. Transfer of equity by shareholders. >>>More
How does the company's equity change process go?
1. Go to the industrial and commercial bureau to go through the equity transfer procedures first, and if the legal representative is also changed at the same time, the corresponding change procedures must be handled. Submissions: >>>More