If you buy shares, after the intellectual property rights are transferred, the shares can be divided with the consent of the intellectual property owners. The internal transfer of equity between shareholders does not require the approval of the shareholders' meeting. Of course, if the company's articles of association provide otherwise, such provisions shall prevail.
Article 71 of the "Company Law of the People's Republic of China" stipulates:
Shareholders of a limited liability company may transfer all or part of their equity to each other. The transfer of equity by a shareholder to a person other than the shareholder must be approved by a majority of the other shareholders. Shareholders shall 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 shall 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. For equity transferred with the consent of shareholders, other shareholders have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase proportions; if the negotiation fails, the right of first refusal shall be exercised according to the proportion of their respective capital contributions at the time of transfer. If the company's articles of association have other provisions on equity transfer, those provisions shall prevail.
Article 138 [Place for Share Transfer] Shareholders shall transfer their shares at a securities trading place established in accordance with the law or in accordance with other methods prescribed by the State Council.
2. Equity transfer details
1. In the equity transfer transaction, The transferor is the taxpayer, and the party to whom the equity is transferred is the withholding agent and fulfills the obligation to withhold and pay taxes
2. All parties to the equity transaction sign an equity transfer agreement and complete the equity transfer. After the transaction and before the enterprise changes its equity registration, the transferor or transferee who has tax obligations or withholding obligations should go to the competent tax authority to apply for tax (withholding) declaration and pay the equity transfer income with the equity transfer certificate issued by the tax authority. Personal income tax payment voucher or tax exemption or non-taxation certificate, go to the industrial and commercial administrative department to go through the equity change registration procedures.
3. If the parties to the equity transaction have signed an equity transfer agreement, but the equity transfer transaction has not been completed, the enterprise shallWhen applying for equity change registration with the industrial and commercial administration department, the "Individual Shareholder Change Report Form" should be filled out and reported to the competent tax authority.
4. Equity transfers that should be prohibited
The shares of the company held by the promoters of a joint-stock company shall not be transferred within one year from the date of establishment of the company; the company’s directors, supervisors, The shares of the company held by managers and other senior management personnel shall not be transferred more than 25% of the total number of shares of the company held by them during their term of office. When investors transfer the equity of an unlisted joint-stock company, they must clearly understand the relevant circumstances of the equity to be transferred.
From the above article, we can know that it needs to be judged according to the specific situation. If the shareholder invests in the shares with intellectual property rights, after the intellectual property rights are transferred, the shares can be divided with the consent of the intellectual property owner. The internal transfer of equity between shareholders does not require the approval of the shareholders' meeting. Of course, if the company's articles of association provide otherwise, such provisions shall prevail. The above content has been compiled by the editor of Legal Savior.com for you. If you still have any questions, you can consult relevant lawyers at Legal Savior.com, where professional legal consulting services are available.