In real life, if the company encounters the risk of dissolution in the process of operation, it is necessary to liquidate the company's property to clarify the creditor's rights and debts, and some shareholders want to withdraw from the company in the process of the company's existence
Netizen consultation:
How should the company's shareholders liquidate when they exit
Lawyer answers:
If the shareholders of the company withdraw their shares, they need to liquidate their assets, and the liquidation of assets needs to be completed in a process, and the specific process is as follows:
1. According to the provisions of the Company Law, shareholders cannot directly withdraw their capital, and if shareholders want to withdraw their shares, they need to do so through equity transfer, capital reduction of the company or liquidation of the company. If the company needs to be liquidated, it is necessary to first investigate the company's property status and then liquidate it. The liquidation group needs to use the declaration of creditors and the investigation and liquidation of the company's property as the basis for compiling the company's balance sheet, property list, and creditor's rights and debts catalogue.
2. Formulate a liquidation plan: After the preparation of the company's financial accounting report, the liquidation team should formulate a corresponding liquidation plan and make specific arrangements for the collection of creditor's rights and debts.
3. The liquidation plan of the company needs to be confirmed by the shareholders' meeting or approved by the relevant departments, and the joint-stock company needs to submit the liquidation plan to the general meeting of shareholders, and the general meeting of shareholders will approve itThe LLC should be handed over to the shareholders' meeting for approval. If a company that goes bankrupt or dissolves due to illegal law is liquidated due to its assets, its liquidation plan needs to be confirmed by its competent authority.
4. If the liquidation group finds that there are outstanding debts when preparing the liquidation financial statements, and the company is unable to repay the debts, the liquidation group shall immediately apply to the local people's court for declaration of bankruptcy.
Lawyer adds:
In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to acquire their shares in accordance with a reasonable **:
1) The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law;
2) The merger, division or transfer of the main property of the company;
3) The business period specified in the articles of association of the company expires or other reasons for dissolution as stipulated in the articles of association arise, and the shareholders' meeting passes a resolution to amend the articles of association to make the company exist.
If the shareholder and the company cannot reach an equity acquisition agreement within 60 days from the date of the resolution of the shareholders' meeting, the shareholder may file a lawsuit with the people's court within 90 days from the date of the resolution of the shareholders' meeting.
[Laws and Regulations].
Company Law of the People's Republic of China
Article 71 The shareholders of a limited liability company may transfer all or part of their equity to each other. The transfer of equity by a shareholder to a person other than the shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing to solicit consent for their equity transfer, and if other shareholders do not reply within 30 days from the date of receipt of the written notice, they shall be deemed to have agreed 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;If you do not purchase it, you will be deemed to have agreed to the transfer. For the equity transferred with the consent of the shareholders, other shareholders have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios;If the negotiation fails, the right of first refusal shall be exercised in accordance with the proportion of their respective capital contributions at the time of transfer. If the articles of association of the company have other provisions on the transfer of equity, follow those provisions.
Profile of Mr. Wong Fu Wai
Practicing lawyer of Guangdong Bai Shijie Law Firm
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