In a progressive society, people gradually realize the importance of agreement, which plays a positive role in the performance of bilateral affairs. How to write the agreement properly? The following is a sample of equity transfer partnership agreement (5 selected articles) compiled by me, which is welcome for your reference and I hope it will help you.
Equity transfer partnership agreement 1 transferor (hereinafter referred to as Party A):
Domicile:
Transferee (hereinafter referred to as Party B):
Domicile:
According to the Company Law of People's Republic of China (PRC) and other laws and regulations and the Articles of Association of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as the Company), Party A and Party B have entered into this equity transfer agreement through friendly negotiation for mutual compliance.
Article 1 Equity transfer
1. Party A transfers its _ _ _% equity of the company to Party B. ..
2. Party B agrees to accept the above-mentioned transferred equity.
3. The transfer price determined by both parties is RMB.
4. Party A guarantees that the equity transferred to Party B does not have the right of claim of a third party, does not have any pledge, and does not involve any disputes and lawsuits.
5. The part of the equity transferred by Party A to Party B that has been paid RMB _ _ _ _ _ _ _ _ _ _.
6. After the equity transfer is completed, Party B shall enjoy _ _ _ _ _ _ _ _ _% of the shareholders' rights and assume obligations. Party A no longer enjoys the corresponding shareholder rights and assumes obligations.
7. Party A shall provide necessary cooperation and cooperation for the Company and Party B to handle relevant legal procedures such as examination and approval, change registration, etc.
Article 2 Transfer payment
Party B agrees to pay RMB _ _ _ _ _ _ _ _.
Article 3 Guarantee
1. Party A guarantees that the shares transferred to Party B are the real contribution made by Party A in _ _ _ _ _ Co., Ltd., which is the equity legally owned by Party A, and Party A has complete right to dispose of it. Party A guarantees that the transferred shares are not mortgaged, pledged or guaranteed, and are not subject to recourse by any third party. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. After Party A transfers its shares, its original rights and obligations in _ _ _ _ Co., Ltd. shall be enjoyed and assumed by Party B with the transfer of shares.
Article 4 Rights and obligations of both parties
1. Party A is responsible for handling the industrial and commercial change registration involved in this equity transfer.
2. Party B must pay the equity transfer price in time according to the agreement in this contract.
Article 5 Modification and Termination of the Contract
Under any of the following circumstances, the contract may be modified or terminated, but both parties must sign a written agreement to modify or terminate the contract.
1. The contract cannot be performed due to force majeure or external reasons that one party has no fault but cannot be prevented.
2. One party loses its actual performance ability.
3. Due to the breach of contract by one or both parties, the economic interests of the observant party are seriously affected, which makes the performance of the contract unnecessary.
4. If the situation changes, both parties agree to change or terminate the contract through consultation.
Article 6 Applicable Law and Dispute Resolution
1. This agreement shall be governed by the laws of People's Republic of China (PRC).
2. All disputes arising from or related to the performance of this Agreement shall be settled by both parties through friendly negotiation; If negotiation fails, either party may bring a lawsuit to the people's court. Or submit the dispute to the Arbitration Commission for arbitration in accordance with the arbitration rules in effect at the time of submission.
Article 7 Entry into force of the Agreement and others
1. This agreement shall come into effect after being signed and sealed by both parties.
2. The effective date of this agreement is the date of equity transfer, and the company changes the register of shareholders accordingly, issues a new certificate of capital contribution, and applies to the registration authority for relevant change registration.
3. This contract is made in quadruplicate, one for each party, with the same effect.
Party A (signature or seal):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (signature or seal):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Equity transfer partnership agreement 2 Party A (transferor):
ID number:
Party B (transferee):
ID number:
Party A and Party B signed this contract on the equity transfer of XXXX Limited (hereinafter referred to as "XXXX") on.
Based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement through friendly negotiation:
Article 1 equity transfer price and payment method
Party a XX agrees to transfer XX million shares (one hundred thousand shares) held by XXXX to party b XX at the price of XX million yuan (in words: XX yuan only), and party b agrees to purchase the above shares at this price and amount.
Article 2 guarantee
1. Party A guarantees that the shares transferred to Party B are legally owned by Party A, and Party A has full right to dispose of them. Party A guarantees that the transferred equity is not mortgaged, pledged or guaranteed, and is not subject to any third party's recourse. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. After Party A transfers its equity, its original shareholder rights and obligations in XXXX shall be enjoyed and assumed by Party B along with the equity transfer.
Article 3 Burden of taxes and fees
The taxes related to this equity transfer shall be borne by Party A, and Party B is not required to pay any fees other than the above purchase amount (excluding the taxes payable when withdrawing money).
Article 4 Modification and Termination of the Contract
Under any of the following circumstances, this contract may be modified or dissolved, but both parties must sign a written agreement on modification or dissolution.
1. The contract cannot be performed due to force majeure or irresistible external reasons, although one party has no fault;
2. Party A leaves XXXX ahead of schedule, and its shares are not cashed or fully cashed;
3. Party B voluntarily withdraws;
4. If the situation changes, both parties agree to change or terminate the contract through consultation.
Article 5 supplement
1. The transferred shares are temporarily held by Party A. Without Party B's consent, Party A shall not sell Party B's equity;
2. If Party A leaves XXXX ahead of schedule and the shares are not cashed, Party A shall repay the principal and interest of the transfer payment paid by Party B at the annual interest rate of XX;
3. If the total share capital changes due to share reform or share expansion, the shares transferred this time will also change accordingly;
Article 6 Settlement of disputes
1. Any dispute during the execution of this contract shall be settled through friendly negotiation.
2. If negotiation fails, either party may bring a lawsuit to the people's court with jurisdiction.
Article 7 Conditions and Date of Effective Contract
This contract shall come into force after being signed by all parties.
Article 8 Others
The original of this contract is in duplicate, each party holds one copy, which has the same legal effect.
Party A (signature): _ _ _ _ _ _ _ _ _ _ _ _
Party B (signature): _ _ _ _ _ _ _ _ _ _ _ _
Date: Year Month Day
Equity transfer partnership agreement 3 Transferor: (Party A)
ID number:
Transferee: (Party B)
ID number:
Whereas Party A legally owns the property of _ _ _ _ _ _ _ _.
Whereas, Party B agrees to accept Party A's _ _ _ _% equity in the company.
Whereas, the shareholders' meeting of the company also agreed that Party B should accept the _ _ _ _ _% equity owned by Party A in the company.
Based on the principle of equality, mutual benefit and consensus, Party A and Party B have reached the following agreement on equity transfer through friendly negotiation:
Article 1 Equity transfer
1. Party A agrees to transfer its equity in the company, that is, _ _ _% of the registered capital of the company to Party B, and Party B agrees to accept the transfer.
2. The equity that Party A agrees to sell and Party B agrees to buy includes all carried interest and rights under the equity, and no lien, mortgage and other third-party rights or creditor's rights are set on the equity.
3. After this agreement comes into effect, Party A will no longer assume any responsibilities and obligations for the company's operation and management, creditor's rights and debts.
Article 2 equity transfer price and payment method.
1. Party A agrees to transfer its _ _ _ _ _ _ _% equity in the company to Party B according to the conditions stipulated in this contract, and Party B agrees to accept the equity at this price.
2. Party B agrees to pay the contract price to Party A in the following ways:
(1) Party B agrees to pay _ _ _ _ _ _ _ _ Yuan to Party A on the date when both parties sign this contract;
(2) After Party A and Party B complete the industrial and commercial change registration, Party B shall pay the remaining price to Party A _ _ _ _ _ _.
Article 3 Party A declares that
1. Party A is the sole owner of the equity transferred in Article 1 of this Agreement;
2. As a shareholder of the company, Party A has fully fulfilled its obligation to contribute to the registered capital of the company;
3. Ensure that the documents mentioned in the activities related to this equity transfer are complete, authentic and legal;
4. Ensure the integrity of the transferred equity, and there is no guarantee, mortgage or other third-party rights;
5. Ensure that its subject qualification is legal and it has the right and ability to transfer equity;
6. Ensure that any litigation or arbitration arising from facts before the equity delivery date shall be borne by the transferor.
Article 4 Party B declares that
1. Party B shall be liable to the joint venture company to the extent of its capital contribution;
2. Party B acknowledges and implements the revised Articles of Association;
3. Party B guarantees to pay the price in the way specified in Article 2 of this contract.
Article 5 Burden of expenses related to equity transfer
Both parties agree that _ _ _ _ _ _ _ _ _ shall bear the relevant expenses arising from the equity transfer procedures agreed in this contract.
Article 6 The rights and obligations of shareholders include the company's profits and losses (including creditor's rights and debts).
1. Since the effective date of this agreement, Party B has actually exercised its rights as a shareholder of the company and fulfilled its corresponding shareholder obligations. When necessary, Party A shall assist Party B in exercising shareholders' rights and fulfilling shareholders' obligations, including signing relevant documents in the name of Party A. ..
2. From the effective date of this agreement, Party B shall share the profits, risks and losses in proportion to its shares.
Article 7 Modification and rescission of the Agreement
In any of the following circumstances, this Agreement may be modified or dissolved, but both parties shall sign a modification or dissolution agreement:
1. This Agreement cannot be performed due to force majeure or external reasons that cannot be prevented without the fault of one party;
2. One party loses the actual performance ability;
3. Due to one party's breach of contract, the economic interests of the other party are seriously affected, making the performance of the contract unnecessary;
4. Due to changes in circumstances, both parties agree through consultation;
5. Other changes or rescission agreed in this contract.
Article 8 Liability for breach of contract
1. If either party fails to perform or seriously violates any terms of this agreement, the breaching party shall compensate the observant party for all economic losses. Unless otherwise agreed in this Agreement, the observant party also has the right to demand the dissolution of this Agreement and demand the breaching party to compensate the observant party for all economic losses.
2. If Party B fails to pay the equity price on time according to Article 2 of this contract, Party B shall pay _ _ _ _% of the delayed part of the price as liquidated damages for each day overdue. After Party B pays the liquidated damages to Party A, if the losses caused by Party B's breach of contract exceed the liquidated damages, or other damages are caused to Party A due to Party B's breach of contract, Party A's right to claim for the excess or other damages shall not be affected.
Article 9 Dispute Settlement Clause
All disputes arising from or related to the performance of this Agreement between Party A and Party B shall be settled through friendly negotiation. If negotiation fails, either party has the right to choose the following _ _ _ _ _ _ _ method to solve the dispute:
1. Submit the dispute to the Arbitration Commission for arbitration in accordance with the arbitration rules in effect at the time of submission. The arbitral award is final and binding on both parties.
2, each to the local people's court.
Article 10 Others
This agreement is signed in the form of _ _ _ _ _ _ _ _ _ _
Transferor (signature):
date month year
Transferee (signature and seal):
date month year
Equity transfer partnership agreement 4 Transferor (Party A):
Legal representative:
Domicile:
Transferee (Party B):
Legal representative:
Domicile:
This contract is signed by Party A and Party B on.
Based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement through friendly negotiation:
Rule number one. Equity transfer price and the payer.
1. Party A agrees to transfer _ _ _ _ _ _ _% of its equity (registered capital is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Party B agrees to divide the transfer fee of _ _ _ _ _ _ _ _ _.
Article 2. Equity delivery
1. After the signing of this contract, Party A and Party B shall request _ _ _ _ _ _ _ Company to register Party B's name, domicile and the transferee's capital contribution in the register of shareholders, and go through the industrial and commercial registration procedures; Party A shall issue a written certificate to Party B that the transfer has been recorded in the register of shareholders and the industrial and commercial registration procedures have been completed. On the date of industrial and commercial change registration, the ownership of the transferred equity is officially transferred.
2. If the transaction procedures specified in the preceding paragraph cannot be completed within 30 days from the date of signing this agreement, Party B has the right to terminate the contract and refuse to pay the transfer price. If Party B has paid the corresponding amount, Party A shall return the amount paid by Party B to Party B. ..
Article 3. Profit and loss sharing
After the Company is approved by the administrative department for industry and commerce and registered for change of shareholders, Party B, the shareholder of _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 4. guarantee
1. Party A guarantees that the equity transferred to Party B is the real capital contribution of Party A in _ _ _ _ _ _ _ _ Co., Ltd., which is legally owned by Party A, and Party A has full right to dispose of it. Party A guarantees that the transferred equity is not mortgaged, pledged or guaranteed, and is not subject to any third party's recourse. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. After Party A transfers its equity, its original rights and obligations in _ _ _ _ _ _ _ Co., Ltd. shall be enjoyed and assumed by Party B with the equity transfer.
3. Party B acknowledges the articles of association of _ _ _ _ _ _ _ Co., Ltd. and promises to perform its obligations and responsibilities in accordance with the articles of association.
Article 5. Alteration and rescission of contract
Under any of the following circumstances, the contract may be modified or terminated, but both parties must sign a written agreement to modify or terminate the contract.
1. The contract cannot be performed due to force majeure or external reasons that one party has no fault but cannot be prevented.
2. One party loses its actual performance ability.
3. Due to the breach of contract by one or both parties, the economic interests of the observant party are seriously affected, which makes the performance of the contract unnecessary.
4. If the situation changes, both parties agree to change or terminate the contract through consultation.
Article 6. Settlement of disputes
1. Disputes related to the validity, performance, breach and dissolution of this contract shall be settled through friendly negotiation.
2. Submit the dispute to the Arbitration Commission for arbitration in accordance with the arbitration rules in effect at the time of submission. The arbitral award is final and binding on both parties.
3, each to the local people's court.
Article 7. Conditions and date of entry into force of the contract
This contract shall come into force after being signed by all parties.
Article 8. The original of this agreement is in duplicate, with each party holding one copy.
All have the same legal effect. This agreement shall come into effect as of the date of signature by both parties, and each page shall be stamped with the _ _ _ _ _ _ _ _ company riding seal.
Party A (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Equity transfer partnership agreement 5 Party A (transferor):
ID number:
Party B (transferee):
ID number:
_ _ _ _ _ _ _ _ _ _ _ _ _ Company (hereinafter referred to as "the Company") was established in this city on. When this agreement is signed, Party A holds the equity of the company. Now, according to the Company Law of People's Republic of China (PRC), the Contract Law of People's Republic of China (PRC) and relevant laws and regulations, Party A and Party B have reached the following agreement on equity transfer through consultation:
I. Premise of the Agreement:
1. Both parties confirm that all contents and terms of this agreement are formulated and signed by both parties on the basis of equality and voluntariness, and are not standard terms; At the time of signing this Agreement, there was no fraud, coercion, taking advantage of others' danger or any other circumstances that might cause this Agreement to be invalid or revocable; Before signing this agreement, both parties have carefully read this agreement and fully understood all the terms of this agreement, and both parties agree to transfer the target equity according to the terms of this agreement.
2. Party A agrees to assume joint and several liability for repayment of Party A's obligations under this Agreement with all its personal assets.
Second, the transfer target:
1. Party A agrees to transfer its equity in the company to Party B. ..
2. Party B agrees to accept the company equity transferred by Party A in the preceding paragraph. After the equity transfer, Party B shall undertake all relevant obligations of Party A, including but not limited to continuing to fulfill the obligation of paying registered capital as stipulated in the Articles of Association.
3. As Party A has not actually contributed capital, the' price' of this equity transfer is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
4. Party A and Party B confirm that Party B has paid all the equity transfer price to Party A when signing this Agreement, and Party A confirms that it has received it.
Three. Party A's guarantee:
Party A guarantees that it has the complete right to dispose of the target equity it intends to transfer to Party B, and the target equity is not pledged, sealed up and not pursued by a third party, otherwise Party A shall bear all economic and legal responsibilities arising therefrom.
Where Party A violates the provisions of the preceding paragraph and causes losses to Party B, Party B has the right to recover from Party A. ..
Four. Profit and loss sharing of related companies (including creditor's rights and debts):
1. After the industrial and commercial change registration of the target equity is completed, Party B becomes a shareholder of the company. From the date when Party B becomes a shareholder of the company, Party B shall enjoy the company's profits and bear the operating risks and losses in proportion to its equity.
2. Since the effective date of this agreement, Party B has the creditor's rights of the company; Without the written permission of Party B, Party A shall not dispose of it.
3. Before Party B becomes a shareholder of the company (that is, before the industrial and commercial change registration of the target equity is completed), all debts incurred by the company shall be jointly and severally paid off by Party A with personal assets, which has nothing to do with Party B; If Party B pays in advance, it has the right to recover from Party A, and Party A shall pay it to Party B immediately.
After Party B becomes a shareholder of the company, the debts of the company shall be borne by Party B. ..
4. Party A shall fully and truly disclose the debts of the Company to Party B before the signing of this Agreement. If Party B suffers losses after becoming a shareholder of the company because Party A did not truthfully inform Party B of the debts owed by the company before the equity transfer, Party B has the right to recover from Party A. ..
Verb (abbreviation of verb) change registration:
1. Party A and Party B agree and confirm that Party A is responsible for handling the industrial and commercial change registration of the target equity. Party A guarantees to actively cooperate with Party B to complete the industrial and commercial change registration procedures of the target equity after this agreement comes into effect.
2. If Party A needs Party B's cooperation to handle the industrial and commercial change procedures of the target equity, Party B shall cooperate.
3. All expenses, taxes, etc. arising from the industrial and commercial change registration of the target equity shall be borne by _ _ _ _.
Liability for breach of contract of intransitive verbs:
1. Either party to this contract shall be liable for breach of contract if it fails to perform its obligations correctly and comprehensively as agreed in this contract.
2. In any of the following circumstances, Party A shall be deemed to have breached the contract, and Party B shall have the right to terminate this contract and demand Party A to compensate all losses caused to Party B; Party B also has the right to choose to continue to perform this contract. In this case, Party A shall pay a penalty equivalent to three ten thousandths of the total price of equity transfer for overdue performance until the breach of contract is eliminated.
(1) Party A fails to perform any guarantee and/or commitment in Article 3 "Party A's Guarantee" and other clauses of this contract;
(2) Party A fails to handle the commercial registration of equity transfer, the change of shareholders' register and the change of the articles of association of the target company according to the conditions and time limit agreed in this contract.
3. If Party B fails to fulfill the payment obligation according to the terms and time limit agreed in this contract, Party B shall pay a penalty equivalent to three ten thousandths of the total price of equity transfer for the overdue performance until the breach of contract is eliminated.
4. After the signing of this contract, if Party A refuses to accept payment from Party B due to Party B's reasons, Party A will not be liable for breach of contract for overdue payment.
Seven. Alteration or dissolution of the agreement:
1. Party A and Party B may modify or dissolve this Agreement through consultation.
2. If this Agreement is modified or dissolved through negotiation, both parties shall re-sign the modification or dissolution agreement.
Eight. Burden of related expenses:
All related expenses (such as witness, evaluation or audit, industrial and commercial change registration, etc.). The expenses incurred in the process of this equity transfer shall be borne by Party A. ..
Nine. Dispute resolution method:
Any dispute arising from or related to this contract shall be settled by both parties through friendly negotiation. If negotiation fails, both parties agree to submit it to the court where the company is registered.
X. entry into force conditions:
This agreement shall come into force after being signed by both parties.
XI。 Others:
1. This agreement is made in duplicate, with each party holding one copy, with the same effect.
2. The text required for handling the change registration formalities shall be signed separately by both parties. If the text is inconsistent with this agreement, this agreement shall prevail.
Party A: _ _ _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ _ _ _
date month year
;