Legal Advice:
What can I do to avoid risks?In such a situation, Company A accounted for 25% of the shares of Company B, and the equity was not changed after withdrawing from the company. Company A is also a wholly owned company by natural persons. What should I do with it?
Legal analysis: Because there is no change, it means that it does not have an adversarial effect externally, so first of all, it is necessary to define what the word "withdrawal" essentially means.
Normally, an exit is no longer a shareholder. However, in practice, what is usually referred to as withdrawal does not necessarily mean that there is a legal loss of shareholder status. For example, the so-called exiting shareholders took their own investment funds, and there was neither a resolution to reduce capital nor a capital reduction procedureFor example, the two ** parties discussed and transferred the money privately, and did not sign an equity transfer agreement at all;Another example. The exiting shareholder did not contribute capital at all, and unilaterally declared his withdrawal and did not play with other shareholders.
Exit, generally speaking, is either an equity transfer or a targeted capital reduction.
2023 Post Sprint Contest If it is an equity transfer, it is necessary to sign an equity transfer agreement to transfer the equity to the transferee, and the transfer itself is legal, that is, the equity transfer of the joint-stock company or the internal transfer of *** sign the agreement and pay the consideration. **The external transfer requires the consent of more than half of the other shareholders, and no one claims the right of first refusal. In the case of a targeted capital reduction, it is necessary for the shareholders to reach a consensus through a resolution of the shareholders' meeting to implement the targeted capital reduction and perform the legal procedures for the capital reduction.
Only when the legal procedures are completed can there be a withdrawal in the substantive sense. For the first shareholder, it is necessary to complete the change registration before it has the effect of confrontation against the third party. If you don't have a complete change, you need to change it as soon as possible. In extreme cases, it is even necessary to sue the company for the change of registration.
It should be noted that if the 25% equity of Company B held by the exiting shareholder is fully paid-in, there is basically no risk even if there is no change of registration. Therefore, the paid-in part of the equity is also a way to solve the risk.
A sole proprietorship company should refer to a one-person company invested by a natural person. We know that according to the provisions of the Company Law, if a shareholder of a one-person limited liability company cannot prove that the company's property is independent of the shareholder's own property, he shall be jointly and severally liable for the company's debts. To solve the risk of joint and several liability of shareholders of a one-person company, either the assets are independent and the financial independence is very good, and it is audited annually in accordance with the law. Either the shareholders will be increased and it will become an ordinary limited liability company, but before the change, it will still be liable according to the rules of a one-person company.