According to the laws and regulations of our company, the equity transfer of a limited liability company generally goes through the following procedures:

1. The company held a shareholders' meeting to study the feasibility of acquiring equity, analyze whether the purpose of acquiring equity conforms to the company's strategic development, analyze the economic strength and operating ability of the acquirer, and operate in strict accordance with the procedures stipulated in the Company Law.

Second, hire a lawyer to conduct due diligence.

Three, the transferor and the transferee to conduct substantive consultations and negotiations.

Four. Appraisal and capital verification (private limited companies can also determine equity transfer price through consultation).

Verb (abbreviation of verb) The company that transfers its equity holds a shareholders' meeting and forms a resolution of the shareholders' meeting to remove the transferor's shareholders from their relevant positions. The voting proportion and voting method shall be implemented in accordance with the original Articles of Association, and the shareholders present at the meeting shall sign and seal the resolutions of the shareholders' meeting.

6. Where the equity is transferred to a third party other than the shareholders, the shareholders who transfer 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; The equity transfer between shareholders does not need the approval of the general meeting of shareholders, as long as the company and other shareholders are notified. Shareholders give up the preemptive right when transferring their shares to a third party, and issue a waiver commitment or certificate.

Seven, the two sides signed an equity transfer agreement, to make specific provisions on the amount, price, procedures, rights and obligations of both parties, so that it can be used as an effective legal document to bind and regulate the behavior of both parties.

Eight. It is necessary to convene a new shareholders' meeting. After the new shareholders' meeting agrees to vote, appoint the relevant positions of new shareholders. The voting proportion and voting method shall comply with the provisions of the Articles of Association, and the shareholders attending the meeting shall sign and seal the resolutions of the shareholders' meeting. Discuss the new articles of association, and sign and seal the new articles of association after adoption.

9. Take back the original shareholder's contribution certificate, issue the new shareholder's contribution certificate, handle the change registration of the company's register of shareholders, cancel the original register of shareholders, record the new shareholder's name, domicile and the transferred capital contribution in the register of shareholders, and amend the company's articles of association accordingly. However, the capital contribution certificate, as the proof that the company has fulfilled its capital contribution obligations and enjoyed the equity, is only the proof that the shareholders are unfavorable to the company, which is not enough to produce the effect of publicity.

Ten, the newly revised articles of association, shareholders and their capital contributions to the administrative department for Industry and commerce for industrial and commercial change registration. The Regulations on the Administration of Company Registration stipulates that if a shareholder of a limited liability company transfers its equity, it shall apply for registration of change within 30 days from the date of transfer, and submit the qualification certificate of the new shareholder or the identity certificate of a natural person.

At this point, the legal procedures for the equity transfer of the limited liability company have been completed.

Also need to pay attention to the following points:

1. Creditor's rights and debts of equity transfer are generally stipulated in detail by the transferor and transferee in the equity transfer agreement.

2. In the process of equity transfer, in order to prevent the loss of state-owned assets, the auction, transfer, merger and sale of state-owned assets should be evaluated in accordance with the provisions of Article 3 of the Measures for the Evaluation of State-owned Assets issued by the State Council. Generally, the price of equity transfer cannot be lower than the value of net assets contained in equity.

3. For the equity transfer of Chinese-foreign equity joint ventures and Chinese-foreign cooperative joint ventures limited companies, according to the current provisions of the Law on Chinese-foreign Equity Joint Ventures and the Law on Chinese-foreign Cooperative Joint Ventures, the transfer formalities can only be handled with the consent of the superior competent department of the Chinese shareholder and the approval of the original examination and approval authority.

Shareholders of the company shall apply for registration of change within 30 days from the date of equity transfer.

Application material

1. An application for company change registration signed by the legal representative of the company and sealed by the company.

2. Certificate of designated representative or entrusted agent (official seal of the company); And a copy of the ID card of the designated representative or entrusted agent (signed by myself).

3. Resolution of the original shareholders' meeting. (Seal or signature of all old shareholders, signature of natural person shareholders and seal of shareholders other than natural persons)

Main contents:

(1) The parties involved in the transfer, the share of the transferred equity and the exercise of the priority of the equity transfer price, the transferee and other shareholders;

(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 the natural person, and sealed by the person other than the natural person)

Main contents:

(1) Names of both parties to the agreement;

(two) the share of the transfer of equity and its price.

(3) the delivery date of the equity transfer;

(4) Date and method of delivery of equity transfer funds.

(five) the time, place and effective way to conclude the agreement;

(6) Other contents (including liability for breach of contract, dispute resolution, etc. ) Both parties to the agreement think it is necessary to clarify.

5. If the equity is transferred to other shareholders of the company, it shall also be submitted to the new general meeting of shareholders (shareholders after the equity transfer) for resolution. (Seal or signature of all new shareholders, signature of natural person shareholders and seal of shareholders other than natural persons)

Main contents: other matters that change due to the change of shareholders (including the change of directors, supervisors, managers and other organizational personnel of the company).

If there is a board of directors and a board of supervisors, it shall be submitted to the shareholders' general meeting for a resolution to appoint or elect members of the board of directors (3- 13) and members of the board of supervisors (3 or more) in accordance with the articles of association, and explain that the above-mentioned personnel meet the qualifications stipulated by relevant laws; Submit resolutions of the board of directors, elect the chairman and appoint the general manager; Submit the resolution of the board of supervisors and elect the chairman of the board of supervisors.

If there is no board of directors or board of supervisors, it shall be submitted to the shareholders' meeting for resolution, and the executive director (65,438+0) and supervisor (65,438+0-2) shall be appointed and the general manager shall be appointed according to the articles of association, and the opinions that all the above-mentioned personnel meet the post qualifications stipulated by relevant laws shall be stated.

(Directors and senior managers shall not concurrently serve as supervisors)

6. Modify or revise the Articles of Association. The amendment shall contain the revised complete contents; Signature of the legal representative of the company.

7. Qualification certificate of new shareholders or identity certificate of natural persons.

Copies of Business License for Enterprise Legal Person, Business License for Partnership Enterprise and Business License for Sole proprietorship enterprise submitted by an enterprise whose shareholders are enterprises (the enterprise shall affix its official seal and indicate that it is consistent with the original); If the shareholder is a legal person of a public institution, a copy of the legal person certificate of the public institution shall be submitted (the unit shall affix its official seal and indicate that it is consistent with the original); Copy of the ID card submitted by the natural person shareholder (signed by myself and consistent with the original).

8. Description of capital contribution of shareholders (promoters) of the company (company seal).

9. If the organizational structure changes, the Information Form of Directors, Supervisors and Managers of the Company and the Registration Form of Legal Representative of the Company shall be submitted as appropriate.

10. Other materials that should be submitted according to the qualification of the transferee;

1 1. Other materials that should be submitted according to the qualification of the transferor.

12, original and photocopy of business license.

Where the equity is transferred to a third party other than the shareholders, the shareholders who transfer 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; The equity transfer between shareholders does not need the approval of the general meeting of shareholders, as long as the company and other shareholders are notified.

Risk disclosure: This information does not constitute any investment advice. Investors should not use this information to replace their independent judgment, or make decisions only based on this information. If they operate by themselves, please pay attention to position control and risk control.