Procedures for change of shareholders of a limited company:
I. Basis for handling
Company Law of the People's Republic of China and Regulations on the Administration of Company Registration of the People's Republic of China.
Second, handle the materials to be submitted
1, Application for Company Change Registration signed by the legal representative (official seal of the company);
2. The Company signs the Schedule of Change Registration of Limited Liability Company-Information on Shareholder's Contribution (with the official seal of the Company);
3. Certificate of Designated Representative or Authorized Agent signed by the company (official seal of the company) and a copy of the identity certificate of the designated representative or authorized agent;
The handling matters, authority and authorization period of the designated representative or the entrusted agent shall be indicated.
4. If a shareholder transfers its equity to a person other than the shareholder, it shall submit the documents approved by more than half of the other shareholders; Other shareholders fail to reply within 30 days after receiving the notice; Submit the written notice of the shareholder to be transferred to other shareholders on the transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.
This material is not required for the transfer of equity between shareholders.
5. Equity transfer agreement or equity delivery certificate signed by both shareholders.
Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.
6. A copy of the qualification certificate of the new shareholder or the identity certificate of the natural person;
If the shareholder is an enterprise, a copy of the business license shall be submitted; If the shareholder is a business legal person, a copy of the registration certificate of the business legal person shall be submitted; If the shareholder is a corporate entity, a copy of the corporate legal person registration certificate shall be submitted; If the shareholder is a private non-enterprise unit, a copy of the certificate of the private non-enterprise unit shall be submitted; If the shareholder is a natural person, a copy of the identity certificate shall be submitted; Other shareholders shall submit qualification certificates stipulated by relevant laws and regulations.
7. The revised articles of association or amendments to the articles of association (signed by the legal representative of the company);
8. If laws, administrative regulations and the State Council decisions require approval for the change of shareholders, submit the relevant approval documents or a copy of the license certificate;
9. A copy of the company's business license.
If the people's court decides to transfer the equity according to law, it shall submit the ruling of the people's court, and it is not necessary to submit the fourth and fifth materials; The State Council, the local people's government or its authorized state-owned assets supervision and administration institution of the people's government at the corresponding level transfer the relevant equity of state-owned assets, and submit the documents of the State Council, the local people's government or its authorized state-owned assets supervision and administration institution of the people's government at the corresponding level on the transfer of equity, without submitting the fifth material.
Where a company changes its shareholders and involves other registered items, it shall apply for registration of change at the same time, and submit the corresponding materials according to the corresponding submission specifications. If a foreign-invested enterprise changes into a domestic-funded company, it shall also submit the relevant materials required by the original foreign-funded registration authority.
Note:
1, the submitted application and other application materials shall be in A4 paper.
2, the above did not indicate the copy, should be submitted to the original; If a copy is submitted, it shall be marked as "consistent with the original" and signed by the company, or its designated representative or entrusted agent shall affix its official seal or signature.
3. If the above involves the signature of shareholders, the natural person shareholder shall be signed by himself; Shareholders other than natural persons affix their official seals.
4, according to the statutory conditions and procedures, need to verify the substance of the application materials, according to the law to verify.
Third, the handling procedures
Application-Acceptance-Examination-Decision
Fourth, the processing period
If the application materials are complete and conform to the statutory form, the business license shall be obtained within three working days from the date of receiving the Notice of Acceptance.
V. Fees
Free of charge