Shanghai company transfer

公司注册：

1500

代理记账：

300

Company transfer means that a company transfers all of its operating activities (including all assets and liabilities) or its independently accounted branches to another enterprise (hereinafter referred to as the receiving enterprise) in exchange for equity representing the capital of the receiving enterprise (including Shares or stocks, etc. include the legal person shareholders of a joint-stock company allocating all their business activities or their independently accounted branches to the joint-stock company. In principle, the transfer of the entire assets of the enterprise should be broken down into the sale of all the assets at fair value when the transaction occurs. The two economic businesses of assets and investments are subject to income tax treatment and the income or loss from asset transfer is calculated and recognized in accordance with regulations.
Substantial requirements
Internal transfer conditions
Because the transfer of equity between shareholders will only affect internal The proportion of shareholders' capital contribution, that is, the size of their rights, has not changed for a limited liability company that attaches great importance to human factors. The basis for its existence, that is, the mutual trust between shareholders, has not changed. Therefore, the provisions on the substantive requirements for internal transfers are not very strict, and there are usually the following three situations. First, shareholders can freely transfer all or part of their equity to each other without the consent of the shareholders' meeting. Second, in principle, shareholders can freely transfer all or part of their equity to each other, but the company's articles of association may impose other conditions on the transfer of equity between shareholders. . Third, it is stipulated that the transfer of equity between shareholders must be approved by the shareholders’ meeting.
Restrictions on external transfers
A limited liability company has the nature of a partnership. The personal credit and mutual relationships of shareholders directly affect the company’s style and even credibility. Therefore, the company laws of various countries have restrictive provisions on the transfer of equity from shareholders of limited liability companies to third parties outside the company. They can be roughly divided into two categories: statutory restrictions and agreed restrictions. Legal restrictions are actually a kind of mandatory restrictions. The basic method is to Legislation directly stipulates the restrictions on equity transfer. The transfer of equity, especially the transfer to a third party outside the company, must comply with the provisions of the law to be effective. The agreed restriction is essentially a kind of autonomous restriction. Its basic feature is that the law does not impose transfer restrictions. It is a rigid requirement to leave this issue to shareholders to handle on their own, allowing the company to make specific restrictions on equity transfer through articles of association or contracts.
Formal Requirements
In addition to meeting the above substantive conditions, equity transfer generally also has formal requirements. The so-called formal requirements for equity transfer involve both the formal conclusion of the equity transfer agreement and whether the equity transfer requires registration or fairness and other legal procedures. The company laws of many countries have clearly stipulated the formal requirements for equity transfer.