股权转让是指公司股东依法将自己的股份让渡给他人，使他人成为公司股东的民事法律行为。我国《公司法》规定股东有权通过法定方式转让其全部股权或者部分股权。下面
济南股权架构设计公司来讲解更多关于股权转让的内容吧。
Equity transfer refers to the civil legal act of a company's shareholders transferring their shares to others in accordance with the law, making them shareholders of the company. According to the Company Law of China, shareholders have the right to transfer all or part of their equity through legal means. Below, Jinan Equity Structure Design Company will explain more about equity transfer.
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01
法律对股权转让有哪些限制？
What are the legal restrictions on equity transfer?
就有限责任公司而言，股权转让分为内部转让和外部转让两种，内部转让完全自由，而外部转让需要经过其他股东过半数同意，并且其他股东享有优先购买权。此外，由于《公司法》第七十一条第四款规定“公司章程对股权转让另有规定的，从其规定”，因此公司章程中如果对股权转让有不违反法律强制性规定的特殊规定，则以公司章程规定为准。
As for a limited liability company, equity transfer can be divided into two types: internal transfer and external transfer. Internal transfer is completely free, while external transfer requires the consent of more than half of the other shareholders, and other shareholders have the right of first refusal. In addition, as Article 71 (4) of the Company Law stipulates that "if there are other provisions on equity transfer in the company's articles of association, such provisions shall prevail." Therefore, if there are special provisions in the company's articles of association that do not violate mandatory legal provisions on equity transfer, the provisions of the company's articles of association shall prevail.
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股权的各项内容能否分别转让？
Can the various contents of equity be transferred separately?
不能。如前所述，股权基于投资者对投资财产享有的所有权，股权的各项内容是在此基础上衍生出来的，不可分。
No. As mentioned earlier, equity is based on investors' ownership of investment assets, and the various contents of equity are derived from this foundation and cannot be divided.
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股权转让有哪些方式？
What are the methods of equity transfer?
股权转让可以分为直接转让和间接转让。
Equity transfer can be divided into direct transfer and indirect transfer.
直接转让是指出让人将属于自己的股权直接转让给受让人；间接转让是指出让人让与股权并非通过双方意思表示一致的方式转让，包括继承、公司合并等情况。
Direct transfer refers to the direct transfer of one's own equity by the transferor to the transferee; Indirect transfer refers to the transfer of equity transferred by the transferor, including inheritance, company merger, etc., which is not through the declaration of will of both parties.
直接转让和间接转让的现实意义在于，部分股权转让交易如果从直接转让变成间接转让可以实现避税的效果。
The practical significance of direct transfer and indirect transfer lies in the fact that some equity transfer transactions can achieve tax avoidance if they change from direct transfer to indirect transfer.
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股东转让股权后能否要求行使原知情权？
Can shareholders request to exercise their original right to know after transferring their equity?
不能。知情权是股东享有对公司经营管理等重要情况或信息真实了解和掌握的权利，股东在股权转让后不能要求公司向其透露其拥有股权期间的经营管理状况。上海高院即明确规定股东权利不能与其股东身份相分离，股东退出公司丧失了股东身份，不再对公司享有股东权，故其请求对公司行使知情权的权利也随之丧失。
No. The right to know is the right of shareholders to have a true understanding and mastery of important information such as the company's operations and management. After the transfer of equity, shareholders cannot require the company to disclose their operating and management status during the period of ownership. The Shanghai High Court clearly stipulates that shareholder rights cannot be separated from their shareholder identity. Shareholders who withdraw from the company lose their shareholder identity and no longer have shareholder rights over the company. Therefore, their right to request the exercise of the right to know about the company is also lost.
事实上，如果允许原股东继续对公司行使知情权，将对公司的正常经营造成不利影响，甚至导致公司商业秘密外泄。
In fact, if the original shareholders are allowed to continue exercising their right to know about the company, it will have a negative impact on the normal operation of the company and even lead to the leakage of company trade secrets.
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股权转让后股东能否请求其持股期间公司盈利的分红？
Can shareholders request dividends from the company's profits during their shareholding period after the equity transfer?
根据具体情况而定。
It depends on the specific situation.
如果在股权转让前公司股东会已经表决通过股利分配方案，只是没有落实，由于股利分配方案通过后股东对股利就享有独立于股权的债权请求权，出让人即使转让了股权也可以请求该分红；如果股利分配方案是在股权出让后通过的，由于分红收益权依附于股权，则出让人无权请求该分红。
If the shareholders' meeting of the company has already voted to approve the dividend distribution plan before the equity transfer, but it has not been implemented, and since the shareholders have an independent claim on the dividend after the dividend distribution plan is approved, the transferor can request the dividend even if the equity is transferred; If the dividend distribution plan is approved after the transfer of equity, as the dividend income right is attached to the equity, the transferor has no right to request the dividend.
当然，如果出让人与受让人在股权转让协议中对原持股期间的公司盈利分红有特别约定的，从该约定。
Of course, if there is a special agreement between the transferor and the transferee in the equity transfer agreement regarding the company's profits and dividends during the original shareholding period, such agreement shall prevail.
That's all for the information on equity transfer. I hope it can be of great help to you. For more information, please come to our website http://www.daoshangbao.com consulting service
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