Please tell me how to withdraw shares.

According to the "Company Law", shareholders of a limited liability company can exit the company through equity transfer or withdrawal of shares. Article 36 of the Company Law stipulates: After the establishment of a limited liability company, shareholders shall not withdraw their capital. But this does not mean that company shareholders may not exit the company under any circumstances. According to the provisions of the Company Law, shareholders of a limited liability company can exit the company through equity transfer or withdrawal of shares.

In addition, when the company is dissolved according to law, the company's shareholders can also distribute the company's property after completing relevant liquidation procedures in accordance with the law, so shareholders can also obtain the legal purpose of actually withdrawing from the company; according to the "Company Law" 》Relevant provisions analyze the specific exit methods of shareholders of a limited liability company:

1. Equity transfer

Article 72 of the "Company Law" stipulates that shareholders of a limited liability company may transfer their equity way to exit the company.

Equity transfer methods include transfer between shareholders and transfer to persons other than shareholders.

1. Transfer of equity between shareholders

Article 72, Paragraph 1 of the "Company Law" stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other. .

2. Transfer of equity by persons other than shareholders

Article 72, paragraph 2, of the "Company Law" stipulates that the transfer of equity by a shareholder to a person other than a shareholder must be approved by the other shareholders. Half agreed.

Shareholders should notify other shareholders in writing to seek their consent regarding the transfer of their equity. If other shareholders do not respond within thirty days from the date of receipt of the written notice, they will be deemed to have agreed to the transfer. 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 to have agreed to the transfer.

3. Provisions on the transfer of shares in the company's articles of association

Article 72, paragraph 4, of the "Company Law" stipulates that if the company's articles of association have other provisions on the transfer of equity, those provisions shall prevail. .

2. Legal circumstances for applying for withdrawal of shares

A shareholder of a limited liability company must comply with the three legal circumstances for shareholders to apply for withdrawal of shares stipulated in the "Company Law". Article 75 of the "Company Law" confirms the withdrawal of equity rights of shareholders of a limited liability company:

Under any of the following circumstances, shareholders who voted against the resolution of the shareholders' meeting may request the company to follow reasonable Purchase its equity at a reasonable price:

(1) The company does not distribute profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for profit distribution stipulated in this law;

(2) The company merges, splits, or transfers its main assets;

(3) The business period stipulated in the company's articles of association expires or other reasons for dissolution stipulated in the articles of association occur, and the shareholders' meeting passes a resolution to amend the articles of association to enable the company to survive of.

If the shareholder and the company cannot reach an equity acquisition agreement within 60 days from the date of adoption of the resolution of the shareholders' meeting, the shareholder may file a lawsuit with the People's Court within 90 days from the date of adoption of the resolution of the shareholders' meeting.

It can be seen that in order for shareholders to exercise their right to withdraw their shares, they must meet one of the above three legal circumstances. The above three situations are all situations that are difficult to occur during the existence of the company.

Except for the above three statutory withdrawal situations, there is no relevant legal basis for shareholders to withdraw their shares under the current legal framework.

3. Dissolution of the company

According to the provisions of the company law, shareholders have obtained the legal effect of withdrawing from the company when the company is dissolved.

1. The company is dissolved in accordance with the provisions of the company's articles of association or the resolution of the shareholders' meeting

Article 181 of the "Company Law" stipulates: (1) The business period specified in the company's articles of association expires Or other reasons for dissolution specified in the company's articles of association arise; (2) The shareholders' meeting or general meeting of shareholders resolves to dissolve.

A company may be dissolved in accordance with the provisions of Paragraph 1 and 2 of this Article. Paragraph 2 of Article 187 of the "Company Law" stipulates that the remaining property of the company after paying liquidation expenses, employee wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts, shall be limited. The responsible company distributes the capital according to the proportion of the shareholders' capital contribution.

It can be seen that when a company is dissolved in accordance with the company's articles of association or the resolution of the shareholders' meeting, the shareholders of the company actually obtain the legal purpose of withdrawing from the company.

2. Under special circumstances, shareholders may apply to the people's court for compulsory dissolution of the company

Article 183 of the "Company Law" stipulates that if a company encounters serious difficulties in its operation and management, its continued existence will be If the situation causes serious losses to the interests of shareholders and cannot be resolved through other means, shareholders holding more than 10% of the company's total shareholder voting rights may request the People's Court to dissolve the company.

The purpose of this clause is to protect the interests of small shareholders.

However, in practice, the interpretation and application of this law is difficult to grasp, and problems of how to interpret and apply this law will inevitably be encountered. For example, what kind of situation can be considered as "serious difficulties in the company's operation and management"; what kind of situation can be considered as "significant losses to shareholders' interests"; what are the "other ways", etc. Nonetheless, this provision provides a new legal remedy for shareholders to force their exit when faced with corporate deadlock.