Equity transfer, the problems of the original shareholders must pay attention!

In the process of the company's development and operation, the situation of the original shareholders withdrew from the company and the new shareholders joined the company.

The original company's shareholders transfer their shareholders' equity to others in accordance with the law, and the civil legal behavior that allows others to obtain equity is equity transfer.

So for the original shareholders, did he really have a relationship with the company after the equity transfer?

01

The legal responsibility of the original shareholder after the equity transfer

After the transfer of equity, the original shareholders still respond to the stipulation of Article 20 of the "Company Law" and bear the company's creditors.

In addition to the adjustment of the "Company Law", the transfer of shares is also mainly adjusted by the Civil Code. According to the Civil Code, the parties transfer the rights and obligations of the contract in accordance with the legal procedures but cannot transfer legal obligations.

The obligation to the company or the company's creditors based on the reasons stipulated by the "Company Law" is a legal obligation. It cannot be transferred to the new shareholder through the equity transfer contract to the new shareholder through the equity transfer contract.

In the actual situation, when the shareholders' contribution or escape from the capital contains, in order to achieve the purpose of not taking the obligations of the law and avoiding debt, the shareholder will often transfer the equity to a subject without solvency and in the transfer agreement All the creditor's rights and debts of the original shareholders are given to new shareholders.

Some even clearly conclude that the obligation to contribute to the original shareholders shall be assownsed by the company's creditors to pursue the claims. The original shareholders often defense the agreement of the company's shareholders and the transfer agreement. In the case, the interests of the creditors are damaged. 02

How to deal with the unpable profit after equity transfer

The "Company Law" does not make clear regulations on how to deal with the equity of the limited liability company, and the "Corporation" does not make clear regulations.

According to the "Company Law", the company has independent property rights.

The company's unprecedented profit is part of the company's property and belongs to the company.

When transferring equity, shareholders also transfer the shareholders corresponding to the company's property rights, management rights, and obligations to new shareholders.

That is, the equity transfer price should include a consideration that does not allocate profits, and cannot be calculated separately.

If according to the company's articles of association, the profit distribution of the previous profit of the equity transfer, the shareholders obtain the dividend, and the company's asset value decreases accordingly, and the equity transfer price will usually decrease accordingly.

If the profit distribution is implemented, the dividends obtained by the transferor are included in the overall settlement of the transfer party. If the transferor's other business loses losses, the profit distribution of advances can achieve a certain taxation effect.

03

Who is responsible for the debt before the equity transfer

1. Under the circumstances stipulated, shareholders should be responsible for the company's debt

my country's law has clearly set up the "Company legal person denial system".

"Article 20 of the" Company Law "stipulates that the company's shareholders shall abide by laws, administrative regulations and corporate articles of association, exercise shareholders 'rights in accordance with the law, and shall not abuse shareholders' rights to harm the interests of the company or other shareholders; The interests of the company's creditors. "

If the company's shareholders abuse shareholders' rights to cause losses to the company or other shareholders, they shall bear the liability for compensation in accordance with the law.

If the company's shareholders abuse the company's independent position and shareholders' limited liability, avoid debt and seriously harm the interests of the company's creditors, they shall bear joint liability for the company's debt. 2. After the equity is transferred, under what circumstances, the new shareholders should take the responsibility of the company's creditors in response to Article 20 of the original shareholder's existence

New and old shareholders shall fulfill their contract obligations and bear responsibilities in accordance with the laws and regulations and equity transfer contracts.

(1) The first situation of responsibility:

Of course, the effectiveness of the new and old -stocking agreement to damage the interests agreed by the third party or the target company cannot be at the third party or the target company. If the original shareholders are agreed to transfer the creditor's responsibility to the new shareholder.

However, the equity transfer party and the internal debt of the equity transfer party are valid.

Based on this, new shareholders will have a joint responsibility for the third party or the target company based on voluntary formation.

(2) Responsibility second situation: the fault of the transfer

As far as the transferee of equity transfer is concerned, if it is still acceptable to the transfer of flaws in the equity of the equity that should be transferred, it should be preserved that the transferee knows that it may bear the corresponding civil liability due to the sale of defects. But he is willing to bear.

Source: Jie Brother chats equity, reprinting this article is out of the purpose of passing more information. If there is an error or infringe your legitimate rights and interests, please leave a message, we will correct and delete it in time, thank you

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