1. The parties to the equity transfer reach an agreement on the transfer;

2. Where the equity is transferred to a person other than a shareholder, the shareholder shall notify other shareholders in writing of the equity transfer and obtain the consent;

3. If more than half of the shareholders agree and give up exercising the preemptive right, they can transfer their shares;

4. After the transfer, the company shall register the change.

Details are as follows:

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. The transferor and the transferee shall conduct substantive consultation and negotiation.

3, the transferor (state-owned, collective) enterprises to the higher authorities to apply for equity transfer, and approved by the higher authorities.

4. Evaluation and capital verification.

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.

5. The transferor shall convene a general meeting of employees or shareholders.

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.

Limited company needs to convene (part of) shareholders' meeting and form a resolution of shareholders' meeting.

6. The company in changes in equity needs to convene a general meeting of shareholders and form a resolution.

7. The transferor and the transferee sign the equity transfer contract.

8, by the property rights trading center to hear the contract and its attachments, and handle the delivery procedures.

9, to the relevant departments to change, registration procedures.

I. Legal and effective conditions for equity transfer

It must be approved by the other party to the joint venture and approved by the board of directors of the joint venture, and the other party to the joint venture has the preemptive right. According to the Company Law, shareholders of a limited liability company can freely transfer their shares without obtaining the consent of other shareholders. When transferring shares to a third party other than shareholders, it must be agreed by more than half of all shareholders. According to "Several Provisions on changes in equity of Investors in Foreign-invested Enterprises" (hereinafter referred to as "Several Provisions"), as far as a joint venture is concerned, the equity transfer agreement signed by the transferor and the transferee must be signed by other investors or recognized in other written forms, that is, the equity transfer has been approved by the other parties to the joint venture. Unanimously adopted by the board of directors; The other party to the joint venture has the preemptive right to the transferred equity under the same conditions, and the transfer of equity requires a written statement that the other party to the joint venture waives the preemptive right.

Obtain the approval of the examination and approval authority. And handle the change registration with the registration authority. According to the "Several Provisions", the change of equity of investors in joint ventures must be approved by the examination and approval authority, which is the examination and approval authority when the joint venture is established; The registration authority for equity change is the registration authority when the State Administration for Industry and Commerce or the enterprise entrusted by it is established.

Second, is the content of equity the same?

Generally speaking, the shares owned by shareholders are of the same nature, but the shares are different, but the articles of association can stipulate the contents of the shares, such as separating the shares from the decision-making power and making special provisions on the decision-making power.

In addition, stocks can also be divided into preferred stocks and common stocks. Preferred stock usually sets the dividend rate in advance and gives priority to dividends, but it cannot be listed and circulated, nor can it participate in decision-making.

Three. The following materials shall be submitted for equity transfer:

(1) An application for company change registration signed by the legal representative;

(2) the identity certificate of the agent; If it is represented by an enterprise registration agency, the business license of the enterprise registration agency shall be submitted at the same time (1 copy, stamped with the seal of the enterprise and marked "consistent with the original");

(3) If it is transferred to a person other than the original shareholder, the original resolutions of other original shareholders on shareholder change shall be submitted;

(4) Amendment to the Articles of Association (company seal);

(five) the equity transfer agreement (involving state-owned property rights, the approval documents of the state-owned property rights management department shall be submitted, and the equity transfer agreement shall also be verified by the property rights trading institution; If the transfer of state-owned property rights is not involved, the equity transfer agreement shall be notarized or authenticated);

(six) a copy of the qualification certificate of the new shareholder (original inspection);

(seven) the original and photocopy of the business license of the enterprise as a legal person;

(8) Where laws, administrative regulations and the State Council decisions stipulate that the change of equity must be submitted for examination and approval, the approval documents of relevant departments shall be submitted.

legal ground

People's Republic of China (PRC) (China) Company Law

Article 71

Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.