Legal analysis: 1. The subject of signing the equity transfer agreement

In the equity transfer, the subject of transferring the equity should be the shareholders of the company, and the transferee can be the shareholders of the original company or a third person other than the shareholders. In practice, some company shareholders sign equity transfer agreements in the name of the company, which will cause confusion among the contracting parties. In addition, if the transferee is a company, it is necessary to consider whether it needs to be passed by the shareholders' meeting; If it is a natural person, it is necessary to check whether it has registered a one-person limited liability company.

2. Resolutions or opinions of the shareholders' meeting or other shareholders

Shareholders should seek the opinions of other shareholders before signing an equity transfer agreement, and only when other shareholders give up their preemptive right under the same conditions can they transfer to a third party other than shareholders. At the same time, it is necessary to pay attention to the performance of other statutory pre-procedures, otherwise there will be invalid legal consequences. In addition, whether it is the resolution of the shareholders' meeting or the opinion of a single shareholder, it is necessary to form written materials to prevent other shareholders from going back on their words afterwards and causing disputes.

3. Concerns about pre-approval procedures

Some equity transfer agreements also need to be approved by the competent authorities, such as the transfer of state-owned equity or equity of foreign-funded enterprises.

4. Clarify the equity structure

The transferee of the equity transfer agreement shall make a detailed understanding of the equity structure of the company where the shareholder transfers equity by reviewing the articles of association, business license, tax registration certificate, resolutions of the board of directors and resolutions of the shareholders' meeting.

5. The transferee of the equity transfer agreement should carefully analyze the operating status and financial status of the company where the equity is transferred

(1) Investigate the production and operation of the enterprise.

(2) analyze the financial situation of the enterprise: require the enterprise to provide the audit reports and recent financial statements for the last two years to verify the asset scale and liabilities of the enterprise; Verify how the owner's equity of the enterprise is formed; Judge the profitability and solvency of the enterprise.

(3) Investigation on tax payment of enterprises.

6. The transferee of the equity transfer agreement should try to know the relevant information of the transferred equity to determine whether there are any defects

(1) Attention should be paid to whether there are any defects in the transferred equity, that is, the actual price of non-monetary property is significantly lower than the subscribed capital contribution.

(2) attention should be paid to whether there is any defect of inadequate capital contribution (breach of contract) in the transferred equity, that is, the shareholders' capital contribution in the equity transfer agreement is not paid in full and on time.

(3) Attention should be paid to whether the transferred equity is pledged.

7. The equity transfer agreement shall require the other party of the contract to make certain commitments and guarantees

(1) The transferee of the equity transfer agreement shall require the transferor to make the following commitments and guarantees.

(2) The transferor of the equity transfer agreement shall require the transferee to make the following commitments and guarantees.

8. The equity transfer agreement shall go through the formalities of industrial and commercial change registration in time.

legal basis: article 71 of the company law of the people's Republic of China, 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 about the transfer of their shares for approval. If other shareholders fail to reply within 3 days from the date of receiving the written notice, they shall be deemed to agree 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.