How to write the equity transfer agreement? The equity transfer agreement is a necessary document to prove the relevant matters of equity transfer. How much do you know about the equity transfer agreement? The following are three simple templates of equity transfer agreement _ equity transfer contract, which I compiled for you. I hope it will be useful to you!
The latest version of the model equity transfer agreement
According to the provisions of relevant laws and regulations of the People's Republic of China, Party A and Party B, through friendly negotiation and on the principle of equality and mutual benefit, now sign the company's transfer agreement for both parties to abide by:
1. Both parties to the contract:
Transferor (hereinafter referred to as Party A): < Basic information of the transferring company:
This transfer belongs to Party A, and the book value of the company is RMB 1,,
The appraised value is RMB, which involves bank creditor's rights. The company agreed to its transfer.
iii. Disposal of creditor's rights and debts
Upon the agreement of Party A and Party B, it shall be handled as follows: Before the company is transferred, the creditor's rights and debts owed by the company and
taxes and fees shall be borne by Party A..
iv. Company transfer and payment of price
The transfer price is RMB (in words), and Party B will pay off the contract price by installments through the designated account, including the agreement of both parties. Party B promises to remit RMB to the designated account on the 3th of each month. When the total amount paid by Party B reaches the transfer price, handle the company transfer procedures and trademark transfer, and transfer the ownership of its Taobao Mall store.
if the amount paid by party b reaches the transfer price in advance, it can also handle the company transfer procedures and trademark transfer, and transfer the ownership of its _ _ Taobao Mall store.
v. delivery of property rights
after party b pays the contract price or down payment at the designated account, party a will submit the prepared
list of property rights transfer and delivery to party b, which will be checked and accepted by party b one by one. after the check is correct and the acceptance is completed, the list will be deemed to be completed with the seals of party a, party b and their handlers.
VI. Burden of taxes and fees
Upon the agreement of Party A and Party B, the taxes and fees involved in this transfer shall be handled as follows: Party A shall bear them.
VII. Rights and obligations of both parties
7.1 Party B has the right to operate the mall
from the date when this contract comes into effect until the transfer procedures of the company, trademark and mall are completed. Party A shall not interfere with Party B's operation. Shall not take back the right to operate the mall.
7.2 party b shall not engage in illegal products, such as explosives and medical contraband.
7.3 party a shall provide necessary cooperation and cooperation to party b in handling legal procedures such as approval and change registration.
7.4 party a shall deliver its equity in _ _ _ _ _ _ _ _ co., ltd.,
the list of customers and suppliers, technical files and business data to party b from the date of signing this agreement.
7.5 party a no longer enjoys any rights of the company from the date when the company's change registration formalities are completed.
7.6 party b shall pay the transfer price on time according to the agreement.
7.7 party a promises that any proprietary information of the company (including but not limited to financial status, customer resources and business channels, etc.) obtained during the period of being a shareholder and/or employee of the company will be kept strictly confidential, and will not be provided to any third party for possession or use in any way, nor will it be used for self-operated business.
VIII. Liability for breach of contract
8.1 After this agreement is formally signed, if either party fails to perform or fails to fully perform the agreed terms of this agreement, it will constitute a breach of contract. The breaching party shall be responsible for compensating all direct economic losses caused to the observant party by its breach of contract.
8.2 when either party breaches this agreement, the observant party has the right to require the defaulting party to continue to perform this agreement.
IX. Modification and dissolution of the agreement
9.1 The modification of this agreement must be negotiated by both parties and a written modification agreement shall be concluded. If no agreement can be reached through negotiation, this agreement shall remain valid.
9.2 when either party breaches this agreement, the observant party has the right to require the defaulting party to continue to perform this agreement.
9.3 when both parties agree to terminate the performance of this agreement, a written agreement shall be concluded, which shall not take effect until it is signed and sealed by both parties.
X. Applicable Law and Dispute Resolution
1.1 This agreement shall be governed by the laws of the People's Republic of China.
1.2 all disputes arising from or related to the performance of this agreement shall be settled by both parties through friendly negotiation; If negotiation fails, either party has the right to bring a lawsuit.
this agreement shall come into effect after being signed and sealed by both parties. the original of this contract is in triplicate, one for party a, one for party b and one for the examination and approval authority.
party a: party b:
legal representative (authorized representative):
company seal:
signing date:
sample equity transfer agreement
transferor: _ _ _ _ _ _ company (hereinafter referred to as party a).
legal representative: _ _ _ _ _ _ _ _ _ _ _ _ _ _
transferee: _ _ _ _ _ _ _ (hereinafter referred to as Party B)
legal representative: _ _ _ _ _ _ _ _ _ _ _ _.
2. The shareholders' meeting of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. after internal and relevant government departments' examination and approval, Party A unanimously agrees to transfer its equity, which accounts for _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ of the registered capital of the company, to Party B;
4. after internal and relevant government departments' approval, Party B unanimously agrees to accept the equity owned by Party A, which accounts for _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _;
5. _ _ _ _ _ _ _ Company and _ _ _ _ _ _ Company are shareholders of _ _ _ _ _ _ _ _ Company; It has promised to give up the priority to transfer 7% of the registered capital of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
based on the principle of equal compensation, honesty and credit, and in accordance with the Company Law of the People's Republic of China and other relevant laws and regulations, Party A and Party B reached an agreement through consultation to conclude this Equity Transfer Contract.
article 1 _ _ _ _ _ _ company's equity change
1. before the equity transfer under this contract is completed, the equity structure of _ _ _ _ _ _ _ _ _ company is:
a) party a: the subscribed capital contribution is RMB _ _ _ _ _ _ _, accounting for _ _ _ _.
b) _ _ _ _ _ _ _ company: the subscribed capital contribution is RMB _ _ _ _ _ _ ten thousand yuan, accounting for _ _ _ _ _ _ _% of the registered capital of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _;
c) _ _ _ _ _ _ _ company: the subscribed capital contribution is RMB _ _ _ _ _ _ ten thousand yuan, accounting for _ _ _ _ _ _ _% of the registered capital of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _;
2. after the equity transfer under this contract is completed, the equity structure of _ _ _ _ _ _ _ _ company is changed to:
a) Party B's subscribed capital contribution is RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
b) _ _ _ _ _ _ _ company: the subscribed capital contribution is RMB _ _ _ _ _ _ ten thousand yuan, accounting for _ _ _ _ _ _ _% of the registered capital of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _;
c) _ _ _ _ _ _ _ company: the subscribed capital contribution is RMB _ _ _ _ _ _ ten thousand yuan, accounting for _ _ _ _ _ _ _% of the registered capital of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _;
article 2 equity transfer is agreeable
party a agrees to transfer its legally owned equity of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ to party b, and party b agrees to accept this equity.
Article 3 Equity transfer fee
As of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
party a transfers its legally owned equity, which accounts for _ _ _ _ _ _ _% of the registered capital of the company, to party b at the price of RMB _ _ _ _ _ (in words: _ _ _ _ _ _ _ _ _) (equity transfer fee); Party B agrees to accept the equity at the above price.
The above-mentioned equity transfer price has been confirmed by relevant government departments.
article 4 payment method
1. payment time: party b will pay all the equity transfer funds to party a within _ _ _ _ _ days after the signing of this agreement.
2. payment method: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. bank charges: the bank charges arising from the equity transfer payment shall be borne by the payer at the time of payment and the payer at the time of collection.
4. Receipt voucher: Party A shall issue a valid receipt voucher to Party B within 5 working days from the date of receiving all the equity transfer funds paid by Party B..
article 5 equity delivery
from the date of signing this agreement, party b becomes a shareholder of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 6 Inheritance of Rights and Obligations
After the equity transfer, Party B shall inherit the rights and obligations stipulated by Party A in accordance with the relevant laws of the People's Republic of China and the Articles of Association of _ _ _ _.
Article 7 After the directors change
Party A transfers the equity under this contract, it shall issue a notice of dismissal of the directors according to the requirements of Party B, or require the directors appointed by it to issue an application for resignation, and promise that the directors who are dismissed or resigned will never do anything harmful to the interests of the _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 8 Official Procedures
Party A and Party B shall make concerted efforts to handle the relevant official procedures such as approval and registration required for the equity transfer under this contract
; Party A and Party B shall promptly sign the legal documents required for the official procedures of equity transfer under this contract.
Article 9 Warranty Clause
1. Party A warrants that:
a) Party A warrants that it has the subject qualification stipulated by the laws of the People's Republic of China, has the right and capacity to sign and perform this contract, and has completed the internal and external approval procedures necessary for signing this contract;
b) party a guarantees that the equity transferred under this contract has never been provided with any security interest, has not been enforced by the judicial authorities or taken property preservation measures, and there are no other rights defects;
c) party a guarantees that it will provide relevant documents and information required for the equity transfer under this contract in time, and guarantee the authenticity, integrity and legality of the documents and information provided by it.
2. Party B's guarantee:
a) Party B guarantees that it has the subject qualification as stipulated in Japanese law, has the right and capacity to sign and perform this contract, and has completed the internal and external approval procedures necessary for signing this contract;
b) party b guarantees that it has the credit ability to pay the equity transfer payment under this contract;
c) party b guarantees that it will provide relevant documents and information required for the equity transfer under this contract in time, and guarantee the authenticity, integrity and legality of the documents and information provided by it.
Article 1 Termination of Contract
1. Party A and Party B may terminate this contract under the following circumstances:
a) Party A and Party B agree to terminate this contract;
b) if one party seriously violates this contract, the other party may terminate this contract;
c) if one party misrepresents, conceals or omits important facts, the other party may terminate this contract.
2. dissolution of this contract according to paragraph 1 (b) of this article shall not affect the breaching party's legal liabilities including compensation for economic losses;
3. the dissolution of this contract according to paragraph 1 (c) of this article does not affect the legal liabilities of the party providing false statements, the concealment party and the omission party to the other party, including compensation for economic losses.
article 11 liability for breach of contract
party a and party b shall abide by this contract, and either party shall bear the corresponding liability for breach of contract, and the breaching party shall compensate the observant party for economic losses within 1 days after the liability for breach of contract is clear.
Article 12 Obligation of Confidentiality
1. Party A and Party B shall undertake strict confidentiality obligations with respect to the technical, commercial and management secret information of the other party and other parties obtained by signing or performing this contract, and b) the technical, commercial and management secret information of Shanghai Huajia and other parties obtained as shareholders of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Without the written permission of the obligee, it shall not be disclosed for any purpose or in any way;
2. Party A guarantees that the personnel appointed by Party A to participate in the equity transfer under this contract and those who have worked in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. after the signing of this contract, whether this contract is effective or not, whether the effectiveness of this contract is maintained or not, the contents of confidentiality obligations are binding on both parties; The liability for breach of contract arising from violation of this confidentiality obligation shall be implemented in accordance with Article 11 of this Contract.
article 13 application of law and dispute settlement
1. application of law:
the signing, performance, alteration, dissolution and dispute settlement of this contract are applicable to relevant laws and regulations of the people's Republic of China.
2. Dispute settlement:
a) All disputes arising from and related to this contract shall be settled by both parties through consultation;
b) if negotiation fails, either party can settle it by arbitration; The arbitration organ is Shanghai Arbitration Commission; The arbitration award is final and binding on both parties; Arbitration fees, including lawyer fees and travel expenses, shall be borne by the losing party. During the arbitration, except for the disputed part under arbitration, the other parts of this contract shall continue to be performed.
Article 14 Force Majeure
1. In case of unforeseeable, unavoidable and insurmountable force majeure events during the performance of this contract, the party suffering from force majeure shall immediately notify the other party by telephone, fax, e-mail and other forms as soon as possible in appropriate language, and shall, within 7 days after the notification, provide effective proof of force majeure and a written explanation for the failure to effectively perform this contract in time.