Guide to Equity Transfer of Chinese Enterprises

KAIZEN啓源

2025-11-05

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Overview of Equity Transfer

Equity transfer refers to the process where a shareholder transfers their held company shares to another party, making the transferee a new shareholder of the company. The main rights of a shareholder include:

Shareholder Identity Right (status as the company's owner)
Decision-Making Right (voting on major company matters)
Asset Profit Right (entitlement to company profit dividends)
Right to Information (access to the company's operating status)
Transfer Right (transferring shares to others)

Important Note: The effectiveness of an equity transfer contract does not equate to the completion of the equity transfer. The transferee can only formally acquire shareholder status after completing the shareholder change registration with the industrial and commercial authorities.

Detailed Tax Treatment

Individual Income Tax

Taxpayer: Natural person shareholders (transferors)
Tax Calculation Method: Classified under "income from property transfer" with a 20% tax rate
Formula: Individual Income Tax = (Equity Transfer Income - Original Equity Value - Reasonable Expenses) × 20%
Stamp Duty

Taxpayer: Both parties to the equity transfer (both transferor and transferee are required to pay)
Tax Calculation Method: Levied at 0.05% of the amount stated in the property rights transfer document
Standard Accounting Treatment

Basic Equity Transfer Entry

Debit: Paid-in Capital - Old Shareholder
Credit: Paid-in Capital - New Shareholder

Reflects changes in the company's shareholder structure

Entries for Transactions Through Company Account

When the new shareholder makes payment:
Debit: Bank Deposit (or Cash on Hand)
Credit: Other Payables - Collection of Equity Transfer Funds

When paying the old shareholder:
Debit: Other Payables - Collection of Equity Transfer Funds
Credit: Bank Deposit (or Cash on Hand)

Withholding and Remitting Individual Income Tax

Debit: Other Payables - Transferor
Credit: Bank Deposit

Taxes Payable - Individual Income Tax

Stamp Duty Accounting Treatment

For small amounts:
Debit: Taxes and Surcharges - Stamp Duty
Credit: Bank Deposit

For large amounts:
Debit: Deferred Expenses or Long-term Deferred Expenses - Stamp Duty
Credit: Bank Deposit

Operational Process Guide

Tax Declaration Process

Step 1: Declare Individual Income Tax (handled by the transferor)
Step 2: Declare Stamp Duty
工Industrial and Commercial Change Registration Process

Preparations
Convene a shareholders' meeting and formulate a resolution on equity changes
Obtain a statement of waiver of pre-emptive right* from other shareholders

*Note: Pre-emptive right refers to the right of existing shareholders to purchase the transferred shares at the same terms before they are offered to third parties.

Document Preparation

Business license, Amended articles of association, Shareholders' register and equity structure change form, Equity transfer agreement, Tax clearance certificate, Power of attorney for the legal representative
Submission and Approval

Submit the change registration application to the industrial and commercial authority

Review of documents by the industrial and commercial bureau (15-30 days)
Completion of change registration
Collection of the new business license
Update information with banks, tax authorities, etc.

Key Reminder: Tax declaration must be completed and a tax clearance certificate obtained before proceeding with industrial and commercial change registration.

Risk Prevention Key Points

Risk of Defects in the Target Equity

Focus on verifying whether the target equity is pledged, frozen, or held in trust. Require the transferor to issue a commitment clause on asset integrity. It is recommended to conduct multiple due diligence checks through the National Enterprise Credit Information Publicity System and judicial investigation platforms. Purchasing equity transfer guarantee insurance when necessary is advisable.
Risk of Procedural Legitimacy

Strictly comply with statutory procedures such as evaluation and filing, and trading on designated platforms (for state-owned asset transfers). Ensure each link complies with the requirements of the Company Law and judicial interpretations. It is recommended to engage a notary public to preserve evidence for key nodes such as shareholders' meeting resolutions and notice delivery.
Tax Compliance Optimization Strategies

Plan the payment method of the transfer consideration in advance and reasonably use tax planning tools such as instalment payments and capital reserve conversion. For high-premium transfers, consider applying the special tax restructuring policy, but ensure the unity of business substance and formal compliance.

Conclusion

Equity transfer is a complex process involving legal, tax, and financial aspects. Only by following formal procedures, completing relevant formalities, and implementing effective risk control can the transfer proceed smoothly, and the legitimate rights and interests of all parties be protected. It is recommended to consult professional lawyers and tax advisors in a timely manner for major equity transfer transactions to ensure compliance with laws and regulations.