In business activities, equity transfer is a common phenomenon, and its essence is the transfer of shareholders' equity. However, in practice, due to the lack of understanding of legal procedures and corporate governance mechanisms, many transferees are unable to fully exercise their shareholder rights after the equity transfer.
As the owners of the company, shareholders enjoy the basic rights and interests of shareholders including voting rights, income rights, information inquiry rights, and asset distribution rights in accordance with the provisions of the Company Law. When the equity is transferred, the transferee, as a new shareholder, should naturally receive these basic rights. However, these rights are often overlooked by a large number of transferees and may be subject to special provisions in the company's articles of association.
From a legal point of view, shareholder rights need to be clarified.
1. Equity registration: After the equity transfer, the transferee also needs to complete the equity change registration with the industrial and commercial department, which is the first step for the transferee to start exercising shareholder rights. Only after the completion of the equity registration can the transferee legitimately become a shareholder of the company and enjoy the corresponding rights and interests.
2. Voting rights: As a shareholder of the company, the transferee has the right to participate in the shareholders' meeting and express opinions and vote on the company's major decisions. This is the embodiment of the shareholder's exercise of voting rights, but the proportion of voting rights depends on whether there is a special agreement in the company's articles of association.
3. Right to dividends: The transferee has the right to share the company's profits, and the amount of dividends can also be specially agreed upon through the articles of association.
4. Right to inquire about information: The transferee has the right to consult and copy the articles of association, minutes of the shareholders' meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial accounting reports. In addition, the newly revised Company Law will also expand the scope of the list of shareholders and accounting documents.
5. The right of subrogation: if one or more directors, executives and supervisors collude to illegally damage the interests of the company, the shareholders holding 1% of the shares can directly file a lawsuit with the court in their own name "on behalf of the company".
6. The right to distribute the remaining assets: when the company is liquidated, the remaining property of the company shall be distributed according to the proportion of capital contribution.
From a practical point of view, ensure the full exercise of rights.
1. Conduct due diligence: As a prospective shareholder, before deciding to purchase equity, understand the company's operation and governance structure, and assess risks.
2. Sign the equity transfer agreement: Before the equity transfer, the two parties should sign a detailed and comprehensive equity transfer agreement to clarify their respective rights and obligations to avoid disputes;
3. Handle the registration of equity change: After the completion of the equity transfer, the first thing to do is to submit an application for equity change to the administrative department for industry and commerce to complete the registration of equity change. This is an important part of confirming the identity of the assignee and a prerequisite for the exercise of other rights.
4. Actively participate in shareholders' meetings: pay attention to the company's decision-making process, whether it is in the exercise of basic rights and interests such as voting rights and income rights, or in participating in the company's decision-making and obtaining information, etc., to prevent being marginalized.
5. Safeguard the interests of the company and other shareholders: As a shareholder of the company, the transferee should actively safeguard the legitimate rights and interests of the company and other shareholders.
The exercise of shareholder rights after equity transfer is a complex task, and the transferee needs to act in accordance with the law and understand and master the relevant operational details in order to fully exercise shareholder rights after equity transfer. Only by doing these two things will the transferee be able to exert its influence as a new shareholder and achieve a return on investment.
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