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Equity transfer of limited liability company
All or part of the shares may be transferred between the shareholders of a limited liability company;
Only when other shareholders consent of the majority, shareholders can transfer shares to somebody other than the shareholders of this company;
If more than half of the other shareholders do not agree the transfer, the shareholders who disagree should buy the shares; if not, it deemed to consent to the assignment;
Under the same conditions, other shareholders have a preemptive right to purchase the equity consented to transfer by shareholders;
Same conditions mean: (1) transfer price are the same and the price cannot be withdrawn, (2) transfer requirement are the same
Chen XX lodge complains against A real estate limited company in Yulin about the shareholdings
On July 12, 2002, Mo, Lu and Yang together invested and set up A company, the registered capital is 8080000 yuan, the three people’s respective shares were 33%,37%,30%. In A company’s operations, in addition to Lu involved directly, Mo has been agented by her husband Chen ( B company’s shareholder, B company and A company are competition relations ) to involve in A company by all of the company's affairs, exercise the rights of shareholder and do the performance of shareholder's obligation. Yang’s father has been on behalf of Yang to involve in the company’s operations.
On April 13, 2004, Chen filed for divorce with Mo. On April 13, 2005, after the Yulin City Intermediate People's court’s mediation, Chen and Mo reached a divorce agreement by voluntary consensus. There are 8 items on the civil mediation book, the third item is that Mo transfer 7% of the 33% shares of A company to Chen (including the creditor's rights and debt of the company.
The other two shareholders of A company thought that Chen intentionally damage the interests of A company by many times, and even argued in the court by many times, so both sides have no basis for cooperation. Therefore A company does not agree with Chen became the company's shareholders. Yang think that he was not been asked for views by the equity transfer in the divorce case of Chen and Mo, and it made him could not enjoy the right of preemption. The 7% shares of A company transferred by Mo was not assessed by any qualified assessment firm, and was set the price of 1900000 yuan by Chen and Mo. So the requirement that shareholder of A buy the shares by 1900000 yuan was illegal. Based on this, A company did not start procedures to implement Chen’s occupation of the 7% share.
After the first and second trial, A company should implement the following sentence,
Chang Mo’s contributions from the original 2666400 yuan to 2100800 yuan, and issue the investment certificate of 565600 yuan to Chen;
Modify the articles of association of the company and the roster of shareholders correspondingly;
A company handle the corresponding industrial and commercial change registration procedures in the administrative department for Industry and commerce.
That A company’s proposal could be supported by the court is because of:
The equity in A company occupied by Mo belongs to the joint property of their couples, and both the husband and wife share equal discretion.
For The shareholder has ownership of its equity in limited company, Mo could determine the transfer price of his equity at his will, and the asset evaluation is not a necessary legal procedure.
If the sharehoulder Lu and Yang’s father in A company neither agree Mo to transfer his equity to Chen, nor accept the priceing of 1.9 million accounting for Mo’s 7% equity before the deadline, it will be deemed as that they agree with the assignment.
From the beginning to now, YangXX has been represneted by his father in company to claim his right, so his father’s opinion could be deemed as Yang’s opinion.
《Company Act》do not forbid the shareholder of one company to be that of other company.
If ChenXX do harm to A company’s benefit, A Company should call to account in other ways, but that is not the evidence to prevent Chenxx to be company shareholder.