Current location - Recipe Complete Network - Catering training - What is the process of Chengdu company's equity transfer?
What is the process of Chengdu company's equity transfer?
1. What is the general procedure for equity transfer? 1. Convene the shareholders' meeting of the company to study the feasibility of buying and selling shares, analyze whether the purpose of buying and selling shares is in line with the strategic development of the company, analyze the economic strength and operating ability of the acquirer, and operate in strict accordance with the procedures stipulated in the Company Law. 2. Hire a lawyer to conduct due diligence. 3. The transferor and the transferee shall conduct substantive consultation and negotiation. 4, the transferor (state-owned, collective) enterprises to the higher authorities to apply for equity transfer, and approved by the higher authorities. 5. Appraisal and capital verification (private limited companies can also determine equity transfer price through consultation). 6. If the transferred equity belongs to a state-owned enterprise or a wholly state-owned limited company, it needs to be approved and confirmed by the State-owned Assets Supervision and Administration Office, and then evaluated by an asset appraisal firm. Other types of enterprises can go directly to the accounting firm to verify the changed capital. 7. The transferor holds a staff meeting or shareholders' meeting. Enterprises with the nature of collective enterprises need to convene a staff meeting or a staff representative meeting, and form a resolution of the staff representative meeting according to the provisions of the Trade Union Law. In the case of a limited company, it is necessary to convene (part of) the shareholders' meeting and form a resolution of the shareholders' meeting, and adopt and form a written resolution of the shareholders' meeting in accordance with the procedures and voting methods stipulated in the articles of association. 8. The company in changes in equity needs to convene a general meeting of shareholders and form a resolution. 9. The transferor and the transferee sign an equity transfer contract or equity transfer agreement. 10. The property rights exchange center will hear the contract and its annexes and handle the delivery procedures (private limited company is not required). 1 1, and go through the change registration formalities in all relevant departments. 2. What are the precautions for equity transfer? 1, the subject of the contract in the equity transfer, the subject of the equity transfer shall be the shareholders of the company, and the transferee may be the shareholders of the original company or a third person other than the shareholders. In practice, some shareholders sign equity transfer contracts in the name of the company, which will cause confusion among the parties to the contract. In addition, if the transferee is a company, it needs to consider whether it needs to be approved by the shareholders' meeting; If it is a natural person, it is necessary to check whether a one-person limited liability company is registered. 2. Resolutions or opinions of the shareholders' meeting or other shareholders. Shareholders shall solicit the opinions of other shareholders before transferring their shares to the outside world. Only when other shareholders give up the preemptive right under the same conditions can they be transferred to a third party other than shareholders. At the same time, we need to pay attention to the performance of other legal pre-procedures, otherwise it will have invalid legal consequences. In addition, both the resolutions of the shareholders' meeting and the opinions of individual shareholders need to form written materials to prevent other shareholders from going back on their word afterwards and causing disputes. 3. Concerns about pre-approval procedures Some equity transfer contracts also involve the approval of competent authorities, such as the transfer of state-owned equity or equity of foreign-funded enterprises. At this time, the transferor needs to provide the completed approval process documents, otherwise the signed equity transfer contract cannot be actually performed. 4. Clarifying the ownership structure The transferee shall learn more about the ownership structure of the company where the shareholders transfer their shares by consulting the company's articles of association, business license, tax registration certificate, resolutions of the board of directors, resolutions of the shareholders' meeting and other necessary documents. It can be seen that the equity transfer procedure includes many links, involving the interests of all parties, and other institutions will participate, such as asset appraisal institutions, law firms, and industrial and commercial management departments. Investors in Chengdu want to transfer equity, first of all, they must understand the process of equity transfer in Chengdu company and know the matters needing attention in the process of equity transfer. In order to ensure the smooth transfer of equity, investors often need the assistance of law firms.