As society continues to progress, everyone gradually realizes the importance of agreements. Signing an agreement can enable both parties to be protected by law. So do you really know how to write a good agreement? The following is the overall company transfer agreement that I compiled for reference only. Let’s take a look at it. Overall Company Transfer Agreement 1

Transferor (hereinafter referred to as Party A): __________________ Co., Ltd.

Residence: _________________________________________

Legal representative (hereinafter referred to as Party A) Referred to as Party A): _______________

Shareholder of the transferor (hereinafter referred to as Party A): ______________

1. Name: ________, gender: ____, ID number: ______________

2. Name: ________, gender: ____, ID number: ______________

3. Name: ________, gender: ____, ID number: ______________

Transferee (hereinafter referred to as Party B): _______________

Gender: ________ ID number: __________________

Because Party A wants to invest and operate the ____ limited liability company (hereinafter referred to as the company) The entire equity of the company shall be transferred to Party B as a whole. In accordance with the provisions of the Civil Code, the Company Law of the People's Republic of China and other relevant laws and regulations, Party A and Party B shall transfer all the equity of the company in its entirety to Party A. On the basis of equality, voluntariness and fairness, this equity transfer agreement and other transfer agreements are signed through full consultation and consensus, so that both parties A and B can abide by it and perform it.

1. Transfer content

1. The company was originally a limited liability company jointly established by shareholders ____, ____ and ____*** of Party A. The legal representative is: _________, and the registered capital is RMB________ million yuan. Business scope: ______________. The company’s original shareholder composition, respective capital contributions and capital contribution ratios are: See the attachment for details.

2. Party A changes and hands over all relevant documents, materials, certificates, etc., including the name of _________ Co., Ltd., legal representative, authority, industrial and commercial license, articles of association, etc. to Party B, and Party B shall After letting the equity and assets of the above companies, etc., enjoy 100% of the equity of ________ Co., Ltd. and the corresponding shareholder rights in accordance with the law. After the transfer procedures are completed, Party B shall enjoy the ownership and management rights of _________ Co., Ltd.

3. The legal representative of the company after the change of registration is ____, and the registered capital is RMB ____ million yuan. The company's shareholder composition, respective capital contributions, and capital contribution ratios after the change are:.

2. Transfer Price and Payment Method

1. Party A voluntarily transfers all its capital contributions to the company to Party B as a whole, and Party B accepts the overall transfer of Party A’s equity, etc. Party B holds the absolute holding of the company, and the specific transferee shall be subject to the changed company's industrial and commercial files.

2. Party A and Party B agree that the overall transfer price of the company totals RMB____________ yuan (￥________).

3. The above transfer price shall be remitted by Party B to the ____ bank account designated by Party A. Party A’s designated account name: ____________, account opening bank: ____________________, account number ____________________.

3. Asset handover details and scope

1. After this contract comes into effect, Party A and Party B shall complete the delivery within ____ working days in accordance with the "Asset Details" confirmed by both parties. , the delivery work will be completed within ____ working days after this contract takes effect. During this period, both parties A and B agree to guarantee the safety and integrity of the property transferred. During the delivery process, both parties should provide convenience for each other's work.

2. After the completion of the delivery work, Party A and Party B should sign the "Asset Handover List", and based on the principle of good faith, Party A should promptly notify, keep confidential, explain, and assist all matters involving the original company. Otherwise, Party B shall be compensated for all losses caused to Party B.

3. Party A shall sign and provide relevant procedures for change registration to Party B in accordance with relevant national regulations, and assist Party B in handling company change registration. All fees required for this company change registration shall be in accordance with legal provisions. It shall be borne by Party A and Party B respectively.

4. The true, accurate and complete company asset list formed by Party A and Party B during the handover work and the assets, equity, etc. in the asset handover list identified by both parties shall be the scope of asset transfer in this equity transfer contract.

4. Credits, debts, employee placement, etc.

1. Before the effective date of this contract, all debts, taxes, etc. incurred by Party A personally and during the period of operating and managing the company. Party A shall be responsible for it, and all claims arising therefrom shall belong to Party A.

2. Party A guarantees that before this contract takes effect, all the company’s assets, equity, etc. have not been mortgaged, guaranteed, etc., and that all the company’s assets, etc. handed over to Party B have no claims against any third party. Debt disputes, if due to Party A's fault someone else files a lawsuit, arbitrates or takes other measures to claim any rights against Party A, the company or Party B, Party A will voluntarily compensate Party B for the resulting losses of _________ million (not yet The compensation part shall be subject to actual losses). At the same time, Party A shall bear all litigation fees, preservation fees, notary fees, inquiry fees, attorney fees, transportation fees, copy fees, etc. incurred by Party B.

3. Before the transfer of the company and its equity, Party A guarantees that all the company’s original employees will be resettled before this contract takes effect, and the necessary expenses will be borne by Party A. Party A has no arrears in wages, insurance and other benefits to the original employees, and there is no dispute over creditor's rights or debts. If Party A causes losses to Party B due to employee placement disputes, etc., Party A will voluntarily compensate Party B for the resulting losses of _________ million yuan (the uncompensated part shall be subject to actual losses), and Party A shall bear Party B's All litigation fees, preservation fees, notary fees, inquiry fees, attorney fees, transportation fees, copy fees, etc. incurred thereby.

5. Tax burden

Party A and Party B voluntarily bear the taxes actually payable by themselves due to the signing and performance of this agreement.

6. Delivery of rights

From the time this contract takes effect to the completion of the change of industrial and commercial registration procedures such as all equity interests in the company, Party A will enjoy everything in accordance with the Company Law and the company's articles of association. The rights are officially transferred to Party B. Party B and its decided transferee officially enjoy all the rights of shareholders stipulated in the Company Law and the Articles of Association over the company in accordance with the law. All claims and debts arising from Party B's operation and management of the company shall be enjoyed and borne by Party B. .

7. Rights, obligations and liability for breach of contract

1. Both Party A and Party B shall abide by the provisions of this agreement and perform their respective obligations. If any party suspends the performance of this Agreement without authorization, it shall pay the counterparty to the agreement for the losses caused by the suspension of the contract in the amount of approximately ____ yuan, and at the same time bear all the litigation fees, preservation fees, notarization fees, and inquiry fees incurred by the observant party. Fees, attorney fees, transportation fees, copy fees, etc.

2. Party B shall pay the equity transfer price, etc. to Party A strictly in accordance with the time stipulated in the contract. Otherwise, for each day of delay, Party B shall pay Party A the total price of delayed payment and the bank loan interest rate for the same period. Pay liquidated damages.

4. Party A shall hand over the company's assets as a whole in a timely manner in accordance with the provisions of the contract, and ensure that there is no dispute over the ownership of the transferred company assets, and that the asset details verified by both parties are transferred without omission; otherwise, Party A shall compensate Party B for all Economic losses (including direct losses and indirect losses), and liquidated damages shall be paid to Party B at 10% of the transfer price of this contract, and all litigation fees, preservation fees, notary fees, inquiry fees, and attorney fees incurred by Party B will be borne by Party B. , transportation expenses, copying fees, etc.

5. Party A shall ensure that all documents and materials provided by it in this agreement are true and legal; otherwise, Party A shall compensate Party B for all economic losses (including direct losses and indirect losses), and Party B shall be paid liquidated damages at ________% of the transfer price of this contract, and shall also bear all litigation fees, preservation fees, notary fees, inquiry fees, attorney fees, transportation fees, copy fees, etc. incurred by Party B.

6. If Party A and Party B fail to complete the property rights delivery within the prescribed time limit, if it is due to reasons other than force majeure, the defaulting party shall bear the liability for breach of contract and pay liquidated damages to the other party at ________% of the transfer price of this contract. , if the liquidated damages are insufficient to compensate the other party’s losses, the defaulting party shall continue to pay.

7. If Party A and Party B damage the legitimate rights and interests of the other party due to their respective debt issues, the breaching party shall compensate the non-breaching party for all losses (including direct losses and indirect losses) and transfer the price according to this contract. _________% shall be paid to the non-breaching party as liquidated damages, and at the same time bear all litigation fees, preservation fees, notary fees, inquiry fees, attorney fees, transportation fees, copying fees, etc. incurred by the non-breaching party.

8. Dispute Resolution Methods

If there is a performance dispute under this agreement, Party A and Party B shall try their best to resolve it through negotiation; if negotiation fails, both parties agree to litigate to the People's Court of the place where the company is registered for resolution.

9. Attachments

The following attachments are a necessary part of this contract:

1. The composition of the company’s original shareholders, their respective capital contributions and capital contribution ratio table;

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2. The company’s current shareholder composition, respective capital contributions, and capital contribution ratio table;

3. The company’s asset details and asset handover list;

4. The company’s general meeting of shareholders Equity transfer resolution;

5. Tax registration certificate, land use certificate, house ownership certificate;

6. Enterprise legal person business license;

7. People's Republic of China ***Henan Organization Code Certificate;

8. Contracts, documents and other information about the company before the signing of this contract.

10. Supplementary Provisions

This Agreement is made in _________ form___ copies, each party holds a ___ copy, and will officially take effect on the date of signature or seal of Party A and Party B. Binding on both parties. If there are any matters not covered, Party A and Party B shall negotiate and reach a supplementary agreement as an attachment to this contract. The attachments to this contract have the same legal effect as this contract.

Transferor (Party A): _______________ Co., Ltd.

Legal representative: ____________________

Transferor’s shareholder representative (signature): _________

1. Name: __________________

2. Name: __________________

3. Name: __________________

Transferee (Party B): ______________

ID number: ____________________

Place of contract signing: ____________________

Time of contract signing: ____________________ Company overall transfer agreement 2

Transferor: ___________ (Party A below)

Transferee: ___________ (Party B below)

Party A and Party B, in accordance with the provisions of relevant laws and regulations and through friendly consultations, have agreed to transfer the transfer to Party A. We have reached an agreement on the relevant matters related to the transfer of ______% of the equity held by _________ Company (hereinafter referred to as "________ Company") to Party B, and hereby sign this Agreement to enable all parties to comply with it.

1. Transfer object

The transfer object from Party A to Party B is: Party A legally holds % of the equity of the target company.

2. Representations and warranties of each party

1. Representations and warranties of Party A:

(1) Party A is established in accordance with the law and exists legally. A corporate legal person with independent civil capacity.

(2) Party A is a shareholder of the target company and legally holds __________% of the company’s equity.

(3) Party A promises that this transfer of the equity of the target company held by it to Party B will not provide any guarantee, pledge or any other third-party rights and interests to any third party, nor will it be protected by any third party. Any restrictions by the judiciary.

(4) Party A promises that its equity transfer to Party B has been approved by its decision-making authority.

(5) Party A promises to actively assist Party B in handling the relevant equity transfer procedures; before the relevant procedures are completed, Party A shall not dispose of any assets of the target company and shall not use the name of the target company for any purpose. Others provide guarantees and mortgages.

(6) Party A confirms that before the signing of this agreement, the target company and itself made statements to Party B regarding the target company’s legal personality, legal operation and legal existence, asset ownership, claims and debts, Taxation, litigation and arbitration situations, as well as other disputes or events or factors that may have an adverse impact on the company are true, accurate, and complete, and there are no falsehoods, untruths, or concealments. We are willing to bear the responsibility for improper disclosure by the target company and itself. any legal liability incurred.

2. Party B’s representations and warranties:

(1) Party B is a legal person established in accordance with the law and existing legally, and has independent civil capacity.

(2) Party B’s transfer of % equity of the target company by Party A has been approved by the competent authority and has an understanding of the basic situation of the target company.

(3) Party B guarantees that it has the ability to pay the price of this equity transfer.

(4) Party B guarantees that it will further promote and support the development of the target company after it becomes a shareholder of the company.

1. Party A and Party B agree and confirm that the equity transfer price under this agreement is ￥____________________ yuan (in capital letters: RMB____________ yuan).

2. Party A and Party B agree that within ____ days after ____% of the target company’s equity is transferred to Party B’s name, Party B will pay the equity transfer fee to Party A in one lump sum. Party A shall When collecting payment, a compliant receipt will be issued to Party B.

3. Conditions for the agreement to take effect

This agreement will only come into effect when the following two conditions are met. The conditions are:

1. This agreement has been formally signed by Party A and Party B.

2. This agreement has been authorized and approved by the authorities of all parties (board of directors or shareholders' meeting).

IV. Conditions for the completion of the equity transfer

1. Party A and Party B complete all procedures related to the equity transfer stipulated in this agreement, and transfer the target company ______ % of the equity is transferred to Party B’s name.

2. The target company’s shareholder list, company articles of association and industrial and commercial administration registration files have clearly stated the amount of equity held by Party B.

5. Liability for breach of contract

1. Both Party A and Party B must fully perform the provisions of this Agreement. If either party fails to perform the provisions of this Agreement or its ancillary and supplementary provisions, it shall It is deemed that one party has breached the contract against the other party, and the other party has the right to require the other party to pay liquidated damages and compensate for corresponding losses.

2. The liquidated damages in this agreement are 5% of the total price of the equity transfer. The loss only refers to the direct and actual loss of one party, excluding others.

3. The party that abides by the agreement may still require the continued performance of this agreement or terminate the performance of the agreement on the premise of holding the defaulting party responsible for breach of contract.

6. Changes and Termination of the Agreement

1. This Agreement can be changed or supplemented only after the parties to this Agreement reach consensus and sign a written supplementary agreement.

2. Both parties agree that this agreement will be terminated if any of the following circumstances occurs:

(1) Party A and Party B have fully performed their obligations under this agreement, and The rights enjoyed under this Agreement have been fully realized.

(2) Upon negotiation and agreement between Party A and Party B, this agreement shall be terminated.

(3) The equity transfer stipulated in this agreement has not been approved by the relevant competent authorities due to other reasons.

When this agreement is terminated due to the reasons (2) and (3) above, Party A shall return the equity transfer price paid by Party B in full within 10 days.

3. After the rights and obligations of this agreement are terminated, the parties shall abide by the principles of honesty and credit, and perform obligations such as notification, assistance, and confidentiality in accordance with transaction practices.

7. Confidentiality

Either party shall not disclose to the public the other party’s production, operation, investment and any other business secrets that it knows during the negotiation, signing and performance of this agreement. or any third party to leak, disclose or disseminate such trade secrets; nor use such trade secrets for the benefit of oneself or any other person; unless it is:

　 (1) Legal requirements; < /p>

(2) Public interest requirements;

(3) The other party agrees in writing in advance.

8. Supplementary Provisions

1. Both parties shall try their best to resolve any disputes arising from the performance of this agreement through friendly negotiation; if the negotiation fails, either party may submit a request to the place where the agreement is signed. A people's court with jurisdiction shall file a lawsuit.

2. Matters not covered in this agreement shall be resolved by both parties based on the principle of friendly negotiation. A supplementary agreement may be signed separately. The supplementary agreement shall have the same legal effect as this agreement.

3. This agreement is made in quadruplicate. Party A and Party B each hold one copy, the target company files one copy, and the remaining one is submitted to the company registration authority for filing.

Transferor (Party A): ____________ (seal)

Transferee (Party B): ____________ (seal)

_______year__ Month __ day