Equity transfer in both cases does not require changes in industrial and commercial registration

The equity transfer in the two situations does not require changes in industrial and commercial registration. Equity transfers generally require changes in industrial and commercial registration.，However, there are still two situations in which change registration is not required.，In order to facilitate all shareholders to understand the legal provisions of equity transfer change registration， 企帮帮 港信通-特整理以下内容供您参考。

Equity transfer generally stipulates that industrial and commercial registration changes must be made，However, there are still two situations in which change registration is not required.，In order to facilitate all shareholders to understand the legal provisions of equity transfer change registration，企帮帮港信通-特整理以下内容供您参考。

Equity transfer without industrial and commercial registration changes

1. Equity transfers between shareholders within a limited liability company that do not cause changes in shareholder names，There is no need to apply for industrial and commercial change registration. According to the newly revised "Company Registration Management Regulations of the People's Republic of China" in 2014(Hereinafter referred to as "Public Notice Regulations")Article 9，"Registration matters" include only "names or names of shareholders of a limited liability company"，It does not include the amount of capital subscribed and paid in by shareholders.。

therefore，If it is just an equity transfer among shareholders of the company,，And such transfer did not cause any change in the name of the shareholder.，Then such equity transfer does not require industrial and commercial change registration。For example：Shareholder A of Company A、B each holds 50% of the shares，Shareholder A transfers 30% of it to B，A holds 20% of shares，B holds 80% of the shares。

The shareholders of Company A are A before and after the equity transfer.、B，This transfer did not result in any change in the names of Company A’s shareholders.，Therefore, there is no need to go through the industrial and commercial change registration procedures。 From the perspective of industrial and commercial registration，Only the "names or names of shareholders of a limited liability company" are registration matters，As long as the "shareholder name" does not change，There is no need to go through the change registration procedures。

But if the "shareholder name" changes，Including shareholder replacement and shareholder name change，Then you need to go through the corresponding industrial and commercial change registration procedures.。

1. All equity transfers of unlisted joint stock companies，There is no need to apply for industrial and commercial change registration. All equity transfers of unlisted joint stock companies，No need to apply for industrial and commercial change registration。This will surprise many people，Even many professionals would express confusion。

However, the current operating practice is，Equity transfer of unlisted joint stock limited companies，No need to go through industrial and commercial change registration procedures。Compared with a limited liability company, equity transfer is limited to "equity transfer within shareholders that does not cause changes in the shareholder list."，The equity transfer of an unlisted joint-stock company that does not need to apply for industrial and commercial change registration is "all"。 The company registration regulations refer to "the name of the promoter"，rather than "initiator"。

According to the relevant provisions of the Public Notice Ordinance，According to law, the transfer of equity in an unlisted joint-stock company does not fall within the scope of registration matters in Article 9 of the "Company Registration Management Regulations of the People's Republic of China"，Therefore, the equity transfer of an unlisted joint-stock company does not require application for industrial and commercial change registration.。 Replace high-definition large image Two types of equity transfers that do not require change registration，There is no need to apply for registration。

If it involves amendments to the articles of association，shall be based on Article 36 of the Public Notice Ordinance：“Amendments to the company’s articles of association that do not involve registration matters，The company shall submit the revised Articles of Association or amendments to the Articles of Association to the original company registration authority for filing.。"If a director is involved、supervisor、Manager changes，shall be based on Article 37 of the Public Notice Ordinance："Company Director、supervisor、Manager changes，Must be filed with the original company registration authority。”

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