[Direct answer]In the Beijing area, shares can be transferred externally, but the preemptive rights of other shareholders must be guaranteed. According to Article 84 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024), when a shareholder transfers equity to a person outside the company, they shall notify other shareholders in writing of the number of shares transferred, the price, the payment method, and the time limit, etc. Other shareholders have the preemptive right to purchase under the same conditions. If the shareholder fails to reply within 30 days from the date of receipt of the written notice, it shall be deemed that they have waived the preemptive right to purchase. Where two or more shareholders exercise the preemptive right to purchase, they shall negotiate and determine their respective purchase proportions. If no agreement can be reached, they shall exercise the preemptive right to purchase in accordance with their respective capital contribution ratios at the time of the transfer. At the same time, the article clearly stipulates that if the company's articles of association have other provisions on the transfer of equity, those provisions shall prevail. Therefore, the new Company Law eliminates the prior requirement of "obtaining the consent of more than half of the other shareholders", but allows the articles of association to make more stringent provisions. Action guidance: First, check the articles of association, then carry out the written notice procedure and wait for the 30-day reply period, and only after that sign a contract with the third party.

I. Problem background and typical scenarios

The shareholder wants to exit and finds an external transferee, but the other shareholders neither buy the shares nor agree to sell them. They even claim that the transfer is invalid on the grounds of "not being approved by us". Limited liability companies are characterized by personal trust, and the law strikes a balance between protecting shareholders' freedom of transfer and maintaining trust among shareholders: the new law guarantees other shareholders' preemptive rights of purchase, but no longer requires their consent. If the articles of association stipulate otherwise, the provisions of the articles of association shall prevail.

II. Key points of contention

First, the actual conditions for transfer after the abolition of the right of consent in the new law. Second, the requirements for the content of written notifications and the 30-day response period. Third, the exercise of the preemptive right under the same conditions and the handling of multiple bidders. Fourth, the effect of stricter provisions in the articles of association and the consequences of violating procedures.

III. Professional analysis by Henglue Law Firm

The legality of external equity transfers depends on three key steps: "Articles of Association - Notification - Preemptive Purchase Right". First step: Verifying the Articles of Association. Article 84 of the Company Law allows the Articles of Association to stipulate additional provisions on equity transfers. Therefore, the first step is to confirm whether the Articles of Association include clauses requiring other shareholders' consent, restricting transfer targets, or establishing repurchase rights. Transfers that violate the Articles of Association may be challenged as breaches of contract or rejected within the company. Second step: Written notification. The notification must include key terms such as the number of shares to be transferred, price, payment method, and deadline. These terms form the basis for other shareholders to exercise their preemptive purchase rights. The notification method should ensure delivery and traceability. If direct delivery is not possible, secure methods such as notarized delivery can be used. Third step: Preemptive purchase right. Other shareholders have the right of first refusal under equal conditions. If no response is received within 30 days of receipt of the written notification, it is deemed a waiver. If more than two shareholders claim to purchase, they shall first negotiate the proportion and, if unsuccessful, exercise the right according to the investor's proportion at the time of transfer. Fourth step: Procedural consequences. If the transferor signs a contract with a third party without notifying other shareholders, the latter may claim to purchase under equal conditions, which may lead to the failure of the transfer as planned. If a change registration has been completed, disputes over cancellation of the registration and compensation may arise. Fifth step: Practical strategies. The transferor should fully fulfill the notification obligation and retain evidence of delivery and responses before signing the contract and completing the registration. The transferee should verify the Articles of Association and notification before signing to avoid acquiring shares with ownership defects. In corporate disputes handled by Henglue Lawyers, the authenticity of agreements and evidence of the investment and change registration chain often determine the outcome. For example, in cases involving installment payments for equity transfers, it was the complete chain of evidence formed by the agreement, effective judgments, and registration changes that enabled the transferee's anticipated breach of contract to be recognized and ordered to pay the remaining balance in advance, highlighting the importance of consistency between written documents and performance evidence for all parties involved in transactions. When adjudicating such disputes in Beijing, courts pay close attention to the notification process and preemptive purchase rights.

IV. Practical suggestions and legal basis

The first step is to verify the special provisions on equity transfer in the company's articles of association. The second step is to send written notifications setting out the transaction conditions to other shareholders and retain evidence of delivery. The third step is to wait for the expiration of the 30-day period and handle the exercise of preemptive rights. The fourth step is to sign a contract with the third party and handle the change registration after no objections are raised within the time limit. If disputes arise, prompt litigation should be initiated. Main legal basis: Article 84 and Article 86 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024); the relevant provisions on preemptive rights in the "Interpretation of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China (IV)"; the specific application shall be subject to the currently effective provisions.

5. Henglue Law Firm's Reminder

Three key points regarding external equity transfers: no need to obtain the consent of other shareholders, but a written notice must be provided and a 30-day waiting period is required; the preemptive right of purchase must be guaranteed under the same conditions, and the notice must contain all relevant information; the company's bylaws may impose stricter requirements. Before signing any agreement, it's essential to review the bylaws to avoid potential pitfalls. For matters involving equity transfers and preemptive purchase rights, you can seek assistance from a professional legal advisor to ensure compliance with all applicable regulations and avoid legal risks.Business and contract disputes in enterprisesThe service provides a comprehensive solution, which includes company registration and document preparation services that can be combined togetherSpecial servicesFor cross-border arrangements involving equity and intellectual property, you can refer to the relevant provisions in the Guidelines on the Administration of Foreign Investment in China's Equity Market issued by the China Securities Regulatory Commission in 2017.Intellectual property protection and corporate lawFor any questions regarding the recovery of the price, please feel free to consult us.Creditor's rights and debts, and enforcementTeam.

VI. Frequently Asked Questions

Q1: If the other shareholders don't agree, can't I sell my shares?

No. The current Company Law has abolished the requirement of obtaining the consent of more than half of the other shareholders. As long as you fulfill the obligation of giving written notice and safeguard their preemptive rights of purchase, and if there is no response within 30 days, it shall be deemed that they have waived their rights. You can transfer the shares to someone other than the shareholders. However, if the company's articles of association stipulate stricter provisions, you must comply with them. Therefore, it is necessary to check the articles of association before signing the agreement.

Q2: What should the notice include, and how to prove that it has been delivered?

The notice should specify the key conditions such as the number of shares to be transferred, the price, the payment method, and the time limit, so that other shareholders can determine whether to exercise their preemptive rights. It is recommended to use a traceable method for delivery, such as express delivery (with the content noted and the tracking number retained), email, or in-person signing; if delivery is not possible, notarized delivery may be considered to ensure that the process is flawless.

Q3: How much does it cost to transfer ownership?

The legal process itself is free of charge. The main costs involve lawyers' assistance in drafting and serving notifications, as well as a small amount of administrative fees for registering changes in equity ownership. If a dispute leads to litigation, there will be additional litigation fees and attorney's fees, which are calculated based on the amount of the claim. Compared with the costs of having a transfer revoked and compensation paid afterwards, the cost of following the notification process properly beforehand is extremely low.

Q4: When does the 30-day response period start?

The calculation starts from the date when the other shareholders receive the written notice. Therefore, the proof of delivery time is crucial, and it should be based on the record of receipt or the trace left by the system. If the notice is not effectively delivered, the response period will not start, and there is a risk that the transfer process will be questioned. Therefore, it is recommended to keep the delivery evidence throughout the process.

Q5: The shares have already been sold, but the other shareholders now claim the right of first refusal. What should I do?

It is necessary to evaluate whether the procedure is legal and whether the change registration has been completed. If the notification obligation is not fulfilled, other shareholders may claim to purchase under the same conditions, and the registered ones may also involve registration and compensation disputes. At this time, it is necessary to fix the transaction and notification evidence as soon as possible and negotiate a solution. If necessary, the rights and obligations of all parties should be determined through litigation. It is recommended to consult a lawyer in advance to assess the risks.

The above answer is based on the judicial practice in the Beijing area. The adjudication opinions in other provinces and cities may vary. For specific cases, please refer to the local rules and evidence situation.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Business and commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In case of disputes, please consult a practicing lawyer in time.