Legal subjectivity:
Is the agreement signed between the company's shareholders valid? Can I write it myself? 1. The "Cooperation Agreement" is valid, and the situation described does not constitute a contract stipulated by law. Invalid situation. 2. According to Paragraph 1 of Article 71 of the Company Law, "Shareholders of a limited liability company may transfer all or part of their equity to each other", that is, shareholders can freely transfer all or part of their capital contributions to each other. It does not require a shareholder meeting to vote. Although our country's laws do not prohibit the transfer of equity between shareholders, the relevant national policies restrict the transfer of equity between shareholders in other aspects: for example, according to our country's industrial policy, transportation, communications, large-scale industries that must have state-owned shares or related holdings For medium-sized shipping, energy industry, important raw materials, urban public utilities, foreign trade and other limited liability companies, the transfer of capital between shareholders cannot cause the state-owned shares to lose their necessary controlling or related controlling status. If it is really necessary to hold non-state-owned shares according to the company's circumstances, it must be reported Only after approval by relevant state departments. 2. Shareholders transfer equity to a third party other than shareholders. Paragraph 2 of Article 71 of the Company Law stipulates that “the transfer of equity by a shareholder to a person other than a shareholder shall require the consent of more than half of the other shareholders. The shareholder shall notify other shareholders in writing of the transfer of his equity to seek consent. The other shareholders shall receive the written notice. If there is no reply within thirty days from the date of the transfer, it will be deemed that the transfer has been agreed. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity; if they do not purchase, it will be deemed that they have agreed to the transfer. "For the implementation of this provision. There are two understandings in . One view is that when a shareholder of a limited company transfers capital contribution to a person other than a shareholder, if the consent of more than half of all shareholders is not obtained, the shareholders who do not agree to the transfer are obliged to purchase the capital contribution, otherwise it will be deemed to have agreed to the transfer to a person other than the shareholder. Under this understanding, the transfer must be realized, either to a person other than the shareholder, or to an opposing shareholder. Another view is that when a shareholder of a limited company transfers capital to a person other than a shareholder, the transfer must be approved by more than half of all shareholders, otherwise the transfer is not allowed. According to this understanding, under the premise of reaching a majority of all shareholders, shareholders who disagree will either purchase the capital contribution or be deemed to agree to the transfer. If the majority is less than half, the equity cannot be transferred externally. If the original shareholders are unwilling to purchase, the equity transfer will not work, and the capital reduction procedure is usually difficult to start. At this time, the shareholders are really in a one-way street. This will seriously affect the enthusiasm of shareholders and is not conducive to the development of the company. So I agree with the first point of view. However, there is still another small problem under this view. The Company Law stipulates that external transfers must be approved by 1/2 of the shareholders. However, under the first understanding, there are usually two results: (1) Even if the capital contribution transfer does not go through If more than 1/2 of the shareholders with voting rights pass, the result will be that shareholders who do not agree to the transfer will purchase their equity; (2) If it is passed, the transfer can be made to people other than shareholders, and shareholders have the first right to purchase during the transfer. Therefore, either the original shareholder does not agree to the transfer and purchases it himself, or he agrees to the transfer and still has the right of first refusal under the same conditions. Therefore, the proportional requirement for the number of shareholders with voting rights has no real meaning and therefore no value. . Therefore, the author suggests changing this article to: When a shareholder transfers equity to a person other than a shareholder, the consent of the other shareholders must be obtained. Shareholders who do not agree to the transfer should purchase the capital contribution for the transfer. If they do not purchase the capital contribution for the transfer, it will be deemed to have agreed to the transfer. . If your situation is more complicated, this website also provides online lawyer consultation services. You are welcome to seek legal consultation. Legal objectivity:
Article 143 of the "People's Republic of China and Civil Code" is valid if the following conditions are met: (1) The actor has the corresponding capacity for civil conduct; (2) ) The expression of intention is true; (3) It does not violate the mandatory provisions of laws and administrative regulations, and does not violate public order and good customs. Article 3 of the "Company Law of the People's Republic of China" A company is an enterprise legal person, has independent legal person property, and enjoys legal person property rights. The entirety of the company's property is liable for the company's debts. The shareholders of a limited liability company shall bear liability to the company to the extent of their subscribed capital contribution; the shareholders of a joint stock company shall bear liability to the company to the extent of the shares they subscribe for.