有限公司的股東之間進行股份轉讓

2013-09-18 7:11 pm
如果在一間有限公司一個大股東要退休..
另一個股東想買入他的股份..
但礙於資金問題想分期購入(said..1個月買1% share..total分30個月購入)
不知道執行上會否有困難/什麼要注意的地方?
跟一筆過買入的做法有分別嗎?

謝謝解答~

回答 (2)

2013-09-18 9:02 pm
✔ 最佳答案
1. No difficulty. But the transfer agreement must specify how it affects the company.

For example, is the transfer a one-time deal (the new shareholder will get all 30% at once and simply make payments, like mortgage), or will the share distribution be changed each month (+/-1%)?

2. More variables and possible breach of contract.
2013-09-20 1:23 am
1. If shares are going to be transferred from A to another person B, an outsider, a prior consent must be obtained from other existing shareholders. This is a preemptive clause as stated in the Articles and Companies Ordinance. They have the preferential right to buy the shares.

2. For simplicity, the shares should be deemed fully paid by B. The bought note and sold note and the instrument of transfer of share be all executed and be stamped and registered in the Register of Members of the company.

However, a separate loan agreement for the sum borrowed by B from A, be made with B's obligation to pay it back A by 30 monthly installments.

3. If A not has the confidence of the payment of the sum by B in 30 months' installments, an agreement be made now for the shares transaction. Upon the final payment of the money from B, A must executed the documents on the transfer of shares.


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