有限公司問題???退出???

1. 股東退股要先作價賣俾現有股東，無股東願意承先至可以賣俾外人。所有股份轉讓及權利可以參考公司組織章程。
2. 所謂大會股東可以話事係指在股東大會，需要通過普通議決可以按超過50%股權的股東同意執行。在特別議程上就需要75%股東同意方可執行。
3. 董事可以係股東，正確啲嚟講某啲公司會要求董事係股東，即所謂Qualifying Shares。
希望幫到你！

First of all, under HK company law, we have private limited company and public limited company. I presume in your case it is a private limited company. Then there must have a document "Articles of Association 章程". We have to refer to this AoA.

1. Assume your AoA is a typical one. If you want to withdraw from the company, it means you do not want to be the shareholder of the company anymore. Usually the AoA will stipulate the existing shareholders have pre-emptive right in buying your shares. If they do not exercise the right, then you may sell your shares to third party under the same terms and conditions. Such share transfer will not require the approval of shareholders.

2. Assume your AoA is a typical one. A shareholder can also be a director of the company. In fact, it is very common in small private company. By law, the directors are appointed by the shareholders in the shareholder's general meeting. That mean they may appoint themselves as directors to take control and management of the company.

開公司時應該有簽寫一份合夥協議，裡面應該要有寫明退出的條件；當然沒有的話董事也可以就股東要求召開會議就這件事投票，不過就和股份最多沒有關係，而是股份持有率所有的決定權多少；
董事當然可以是股東。