Article 35 of the Company Law stipulates that after the establishment of a company, shareholders shall not withdraw their capital contributions. This article is the legal embodiment of the principle of capital maintenance. Under the framework of the current company law, there has never been any unilateral will of any shareholder in a company in normal operation, and the so-called "withdrawal of shares" by shareholders generally refers to the removal of shareholders by shareholders through equity transfer, targeted capital reduction, company liquidation, company equity repurchase, repurchase by other shareholders, etc. These so-called "withdrawals" either meet the statutory requirements for the company's operating conditions, or need to reach an agreement of intent, or fulfill the agreed conditions between shareholders, and there is never a need to go. From another point of view, as a shareholder of a company, if you don't want to "withdraw shares", as long as you don't violate the provisions of the law and the agreement made when you become a shareholder, there is no way to deprive you of your shareholder rights, and you can never let you go. Regarding the withdrawal of shares and the withdrawal of shares, we will talk about them separately: 1. The way of shareholders' withdrawal of shares As mentioned above, a company in normal operation has never had any unilateral will of shareholders to "withdraw shares", not to withdraw if you want to. In practice, the main methods of withdrawal of shares are: (1) Equity transferEquity transfer refers to the transfer of all or part of the equity to the transferee by the shareholder as the transferor in the form of compensation under the condition of consensus. As a result of the equity transfer, the transferor's shareholding is reduced or ceases to be a shareholder (withdrawal of shares), and the transferee obtains the status of a shareholder and becomes a new shareholder of the company after paying consideration to the transferor. The most critical issue in realizing "share withdrawal" through equity transfer is that there is a transferee. Not only should the other party (not limited to a natural or legal person) be willing to accept all of your shares, but also the two parties should reach an agreement on **. In the case of a joint-stock company, the transfer can be realized directly, and in the case of a limited liability company, the preemptive rights of other shareholders and the consent of more than half of the other shareholders are also required (this issue can be ignored only from the perspective of being able to realize the external transfer regardless of who the transferee is). After the shareholder transfers all the equity, he loses his shareholder status and realizes the so-called "withdrawal of shares". After the withdrawal of shares in this way, if the transferred equity has not been paid after the expiration of the subscription period, or if there are other sponsoring shareholders as the initiator who have not paid the actual payment, although they are not shareholders, they may still have the responsibility to make capital contributions. (2) Targeted capital reduction under the topic of targeted capital reduction refers to the withdrawal of shareholders from the company through the company's capital reduction and only the capital contribution of the shareholders who intend to "withdraw shares" in order to achieve "share withdrawal". According to Article 177 of the Company Law of the People's Republic of China, "when a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets. The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the creditor has not received the notice, the creditor has the right to require the company to repay the debts or provide corresponding guarantees. The above legal provisions talk about the procedure of capital reduction, but the core issue of targeted capital reduction under the purpose of "withdrawal of shares" by shareholders is not how to go through the procedure, but whether the consent of other shareholders can be obtained. Generally, the same proportion of capital reduction is approved by two-thirds of the shareholders' meeting, and this kind of capital reduction only for individual shareholders is not controversial, I am afraid that it requires the unanimous consent of other shareholders. After obtaining internal consensus, it enters the implementation stage, and there are also situations where creditors require the company to repay in advance and provide guarantees. Both internal and external can be done before the withdrawal of shares can be realized. (3) Under the statutory reasons, the company may be required to repurchase the equity and realize the withdrawal of shares if the statutory conditions are met. Article 35 of the Company Law stipulates that after the establishment of a company, shareholders shall not withdraw their capital contributions. "This is a general principle. However, under the framework of the current Company Law, it is possible for shareholders to withdraw their shares on statutory grounds, that is, according to Article 74 of the Company Law: "Under any of the following circumstances, a shareholder who votes against the resolution of the shareholders' meeting may request the company to acquire its equity 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. The willingness of shareholders to withdraw their shares is generally not wishful thinking, but after the above-mentioned statutory reasons arise, shareholders can withdraw their shares in accordance with the law and can protect their legitimate rights and interests through litigation. The road is tortuous but the future is promising!
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4) If a shareholder files a lawsuit for the dissolution of the company, the company is dissolved, and the company realizes the withdrawal of sharesIf the qualified shareholders request to repurchase the shares in accordance with the provisions of the Company Law, it is a big move under specific circumstances, then the lawsuit for the dissolution of the company is the ultimate big move. The lawsuit filed by a shareholder for dissolution of a company is clearly stipulated in the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"). Article 180 of the Company Law stipulates that: "A company is dissolved for the following reasons: (1) The expiration of the business period specified in the articles of association of the company or the occurrence of other reasons for dissolution specified in the articles of association;(2) The shareholders' meeting or the resolution of the general meeting of shareholders to dissolve;(3) It is necessary to dissolve due to the merger or division of the company;(4) The business license has been revoked, ordered to be closed, or revoked in accordance with law;(5) The people's courts are to be dissolved in accordance with the provisions of article 182 of this Law. According to Item 5 of this article, we can see that the people's court can be dissolved in accordance with the law for specific reasons. Article 182 of the Company Law specifically stipulates the requirements for shareholders to request the court to dissolve the company, that is, "if serious difficulties arise in the operation and management of the company, and the continued existence of the company will cause significant losses to the interests of the shareholders, and cannot be resolved by other means, the shareholders holding more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company." From the above-mentioned legal provisions, it can be seen that the subject of the litigation claim for the dissolution of the company requires that the shareholders hold more than 10% of the voting rights of all shareholders of the company. If the shareholder holds less than 10% of the total voting rights of the company, he or she cannot file a lawsuit, and the shareholder should jointly file a lawsuit with other shareholders to meet the shareholding ratio requirement of the Company Law. In addition, in the actual operation of such litigation, it is necessary to pay attention to the issue of proof, that is, the problem cannot be solved by normal channels, and the normal negotiation procedures have been performed, but all have failed, and the interests of shareholders can only be protected by dissolution. Under certain conditions, the company is dissolved, and the shareholders will naturally withdraw their shares. 2. Regarding the situation of shareholders being withdrawn (removed). Many people have such a question, whether the minority shareholders will be bullied by the major shareholders, or even ordered to withdraw their shares. Minority shareholders are bullied by major shareholders and naturally have the protection of the company law and relevant civil laws, but if the majority shareholders want the minority shareholders to withdraw their shares, it is not the same as wishful thinking for the shareholders themselves to withdraw their shares. Either the major shareholders suppress the minority shareholders, so that the minority shareholders themselves will have the intention of retiring, and finally forced to form a "unanimous opinion" to achieve the removal of the minority shareholders. Either the minority shareholder has problems and cannot pay the subscribed registered capital in a timely manner in accordance with the provisions of the company's articles of association (not paid at all) or has paid the registered capital but escapes (all of them have fled, nothing left), in this case, the shareholder will be removed. The removal of shareholders is subject to the corresponding legal procedures, including reminders, resolutions of the shareholders' meeting, and changes or reductions of the shareholders' capital according to the company's organizational form. Attention should be paid to the legality and compliance of the procedure during the operation to avoid unnecessary disputes. It should be noted that the removal of shareholders will inevitably lead to changes in shareholders, either to distribute this part of the equity to other shareholders, or to directly reduce the capital of this part of the capital. Only when the above actions are completed will the entire delisting process be completed. To sum up, investing in shares is never about coming and going, shareholders need to abide by the provisions of the Company Law, maintain the principle of capital maintenance, and also need to abide by the agreement between shareholders (articles of association) and abide by the spirit of the contract.