1. Is the shareholding agreement protected by law?
Shareholders' agreement has legal effect. The purpose of concluding the agreement is to better fix the responsibilities of both parties in the agreement from the system and even the law. As a binding document that can clearly define each other's rights and obligations, the agreement is binding on both parties (or parties). It can supervise both parties to keep their promises and restrain their reckless behavior, and its role is basically the same as that of a contract.
The main clauses of the shareholders' agreement include consideration clause, shareholder expulsion clause, anonymous shareholder arrangement clause, withdrawal mechanism clause and breach of contract liability clause.
1, in view of the terms
For the terms, it mainly states the original intention of the parties to the contract or the purpose they want to achieve, or the factual state on which the contract is signed.
2. Shareholder Dismissal Clause
Because there are no relevant provisions in the Company Law, it is very necessary to stipulate in the shareholders' agreement, such as failure to fulfill the obligation of capital contribution, being removed from the company due to intentional or gross negligence, and withdrawing shares.
3. Arrangement of terms of anonymous shareholders' agreement
A dormant shareholder refers to a person who, in order to escape the law or other reasons, borrows the name of another person to set up a company or contributes capital in the name of another person, but is recorded as the investor of another person in the company's articles of association, shareholders' register and industrial and commercial registration.
4. Exit mechanism clauses
The so-called investment exit mechanism refers to the mechanism and related supporting institutional arrangements for venture capital institutions to convert their invested capital from equity to capital in order to realize capital appreciation or avoid and reduce property losses when the venture enterprises they invest in are relatively mature or unable to develop healthily.
5. Liability clause for breach of contract
The liability for breach of contract is related to the strength of the contract. If there is no liability for breach of contract, one party's breach of contract can only be calculated from the loss, and it cannot restrain the breach of contract. Therefore, the agreement on the liability for breach of contract is an important clause to ensure the effectiveness of the contract.
Legal basis:
Article 107 of the Company Law of People's Republic of China (PRC) * * * The party liable for breach of contract shall be liable for breach of contract, such as continuing to perform, taking remedial measures or compensating for losses, if one party fails to perform the contractual obligations or the performance of the contractual obligations is not in conformity with the agreement.
Second, what should the company pay attention to when investing in the shareholding agreement?
1. Make it clear whether it is a partnership or a company. If it's a company, it's just equity transfer. If it is a partnership, you should bear unlimited joint and several liability for the debts of the partnership before joining. There are still many things that need Xu's attention. It is recommended to hire a legal adviser to fully intervene and protect your interests.
2. Financial audit; Especially in the case of debt, it is very important that signing a contract does not mean changing equity. As for the specific laws and regulations of joint ventures, you can find them from industrial and commercial or law firms. As for business investment, it is more reliable to check it yourself. I'll tell you some basic concepts. Shareholders who own shares, in addition to regular dividends, are also in danger of potential losses. If there is an emergency, you will need to invest in proportion, or withdraw funds and change your equity. Therefore, when you invest in shares, you should pay attention to several aspects, such as the evaluation of original assets, the proportion of investment and the distribution of shareholders' rights, and the ability inspection of company operators and leading teams. If the company is not profitable and always asks you to pay, then you are not doing business at a loss, and you may be cheated.
3. What is the standard for determining the proportion of shares in a limited liability company? What should I pay attention to when buying stocks? However, this is too important. Business is easy to do, but it is difficult to establish a partner. Of course, the proportion of shares is determined according to the proportion of capital contribution. The key is whether the cooperation is tacit. If you are not sure, you should think it over, especially if you are not a minority shareholder. At that time, you must get the investment certificate and sign the articles of association.
4. Now I want to buy shares in a company with two shareholders, and both shareholders agree, but I'm worried that they will use the shares I hold to set me up, and the contract between us may only be held by ourselves and not notarized by lawyers. What about uneven dividends? Holding shares is an investment behavior. Shareholders must sign an investment agreement through consultation. The agreement shall stipulate the proportion of their respective investments in the company's total share capital, and distribute profits according to the proportion of shares formed by the investment. It should be pointed out that the terms of the investment agreement must comply with the law. After the investment is formed, the investment agreement shall be filed with the Industrial and Commercial Bureau. The investment agreement on record has legal effect, and there is no need to go through redundant procedures such as lawyer notarization, so that even if there are problems in the future, you can resort to legal rights protection. Remind you that the terms of the investment agreement must be reasonable and legal, so as to safeguard your legitimate rights and interests. 5. What are the procedures that companies (general taxpayer enterprises) need to pay attention to when they want to buy shares in cash, sign contract agreements or other things?
5. According to the relevant provisions of the Company Law, cash participation is the permitted scope of the company's capital contribution. If the capital contribution is made in cash, it is required to deposit the cash into a special capital verification account opened by the company and obtain a capital verification certificate from an accounting firm. At the same time, the company's shareholders' meeting should form a new shareholders' meeting resolution, which should be passed by more than two-thirds of the shareholders with voting rights because it involves capital increase. The resolution of the shareholders' meeting will be the basis for the Industrial and Commercial Bureau to handle the change registration of shareholders and registered capital. It should be noted that you can fully understand the company's operation and development prospects. Although a limited liability company only bears limited liability for the company's assets, it is not worth investing in insolvent companies. Also, is the voting right of shareholders determined according to the proportion of the company's capital contribution or by agreement? If more than two-thirds of the shares are in the hands of one shareholder, the company is actually a centralized company, which is not conducive to the development of the company. In short, investment needs to be cautious.
3. What are the circumstances that lead to the invalidation of the company's equity transfer?
Violate the articles of association
The Company Law stipulates that "if there are other provisions in the articles of association on the transfer of the company's equity, those provisions shall prevail", thus excluding the application of the second paragraph and the second paragraph of Article 72 of the Company Law. Where the articles of association provide for the transfer of equity, the provisions of the articles of association shall apply first. For example, "the Articles of Association stipulates that when shareholders transfer their equity, they can only transfer it to shareholder Zhang San". If a shareholder transfers his equity to shareholder Reese, the transfer will be deemed invalid. Or the company's articles of association stipulates that "when shareholders transfer their shares, they can only transfer them to other shareholders at the original price, and other shareholders can buy them according to the proportion of their capital contribution, but they cannot transfer them to others other than shareholders". For example, if a shareholder transfers his equity to others, his agreement may also be deemed invalid.
Please note:
1. The restrictive clauses of the Articles of Association on equity transfer shall not conflict with the mandatory provisions of laws and administrative regulations.
2. The restrictive clauses in the articles of association cannot prohibit shareholders from transferring their shares. If there is such a provision, it is also invalid, because it violates the basic principle of free transfer of shares and deprives shareholders of their basic rights.
Article 72 The people's court of preemptive right shall notify the company and all shareholders when transferring the shareholders' equity according to the compulsory execution procedures prescribed by law, and other shareholders shall have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.
The above is the relevant content of whether the shareholding agreement compiled for you is protected by law. We can know that the shareholders of the company sign relevant agreements with other personnel privately, which is a kind of equity held by them to others, but it is not actually recorded in the register of shareholders, which may actually constitute an anonymous shareholder and may be effective. If you have any other questions, please consult a lawyer.