1. Can anonymous shareholders withdraw their shares?
Anonymous shareholders can withdraw
1. Can anonymous shareholders withdraw their shares?
Anonymous shareholders can withdraw their shares in the following ways:
1. As long as the transfer price is reached, the agreement is signed, and the change procedures are handled, the equity can be transferred to other shareholders. Relatively speaking, it is the simplest way.
2. Generally, if the equity is transferred to a third party other than the shareholders of the company, the acquisition of equity as an external third party first depends on whether the company has development prospects. Generally, the transfer of equity to the outside world must go through legal procedures, and other shareholders may also exercise the preemptive right. Of course, in any case, they can achieve the purpose of "withdrawing shares" as they wish.
3. The company repurchases shares, but it must meet the conditions stipulated in Article 74 of the Company Law. Under the circumstances specified in this article, shareholders who vote against the resolution of the shareholders' general meeting may request the company to purchase its equity at a reasonable price.
4. The request for dissolution of the company must also meet the statutory conditions, such as serious difficulties in the company's operation and management, which is one of the conditions for dissolution of the company.
2. What are the legal characteristics of dormant shareholders?
1, dormant shareholders are generated according to the contractual relationship between dormant investors and prominent investors. That is, the relationship between the two parties is actually a civil contract.
2. The dormant shareholder contract is a double service, paid, agreed and unnecessary contract.
3. The contribution of anonymous shareholders is mainly in currency, and it is not possible to make contributions in kind, rights and technology with the transfer of registered property rights as the formal requirement.
4. The qualifications of dormant shareholders are diverse, which can be natural persons, companies, businessmen and non-businessmen.
3. What legal responsibilities should anonymous shareholders bear?
(1) When the company is legally and effectively established.
1, between dormant shareholders and prominent shareholders, and between other shareholders and the company
The parties have a clear agreement on the qualifications of shareholders, and the internal shareholders of the company know or should know this fact. In fact, dormant shareholders have actually exercised their rights by participating in the company's management and asset income. They should confirm their shareholders' qualifications, protect their due shareholders' rights and interests, and bear legal shareholders' responsibilities internally. If the two parties have not agreed that the actual investor is a shareholder or bears the investment risk, and the actual investor does not participate in the company management as a shareholder or actually enjoy the shareholder's rights, it will highlight the shareholders' interests brought about by the shareholders' actual exercise and manipulation of the investment of the anonymous shareholders, and other shareholders of the company are unaware of the fact that the shareholders' interests of the anonymous shareholders exist. At this time, the relationship between the two parties named anonymous shareholders is actually an investment loan, which should not be regarded as an anonymous investment relationship, but as a creditor-debtor relationship.
2. Transactions between dormant shareholders and third parties.
As the actual shareholder of the company, the dormant shareholder shall be liable for the company's debts within the scope of the capital contribution subscribed by the prominent shareholder, that is, jointly and severally liable to the third party of the company with the prominent shareholder.
(2) The company is not established according to law.
The registered capital did not reach the statutory minimum, and the company was not established according to law. In this case, the company does not have the legal person qualification, let alone the confirmation of the actual investor's shareholder qualification. The relationship between anonymous shareholders, famous shareholders and other shareholders is like a partnership, and the promoters of an enterprise (including actual investors and nominal investors) are jointly and severally liable for the debts of the company. If the nominal shareholders (prominent shareholders) bear joint and several liabilities, they have the right to recover from the actual investors (anonymous shareholders).
China's legal system does not absolutely prohibit the existence of dormant shareholders. In judicial practice, dormant shareholders usually exercise relevant rights through nominal shareholders. For dormant shareholders, there are strict conditions for the company to buy back its shares or dissolve the company. If they want to transfer their shares under normal circumstances, they must first convene a shareholders' meeting after making relevant applications.