First, what is enterprise separation
Separation refers to the legal act of dividing an enterprise into two or more enterprises according to the provisions of relevant laws and regulations.
Enterprise separation refers to the distribution of the shares owned by the parent company in the subsidiary to the shareholders of the parent company in proportion to form a new company with the same shareholders as the parent company, thus separating the subsidiary from the parent company legally and organizationally.
Second, what are the procedures for the separation of enterprises?
Like the merger of companies, division is also a major legal act of the company and must be carried out in strict accordance with the procedures prescribed by law.
1. The board of directors shall formulate a division plan and report it to the shareholders' meeting for resolution. The company's division plan shall be formulated by the board of directors and submitted to the shareholders' meeting for discussion and decision; The resolution on division made by the shareholders' general meeting must be passed by more than two thirds of the voting rights held by the shareholders present at the meeting.
2. The divided parties, that is, the shareholders of the original company, shall conclude an agreement on the specific matters of division.
3. Go through the relevant examination and approval procedures according to law. The division of a joint stock limited company must be approved by the department authorized by the State Council or the provincial people's government.
4. Handle various separation matters such as creditor's rights and debts.
When the company is divided, it shall prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the resolution of separation, and make an announcement in the newspaper within 30 days.
5. Go through the formalities of change registration according to law. Where the registered items of a company existing due to division change, it shall apply for registration of change; A company dissolved due to division shall apply for cancellation of registration; A company newly established due to division shall apply for registration of establishment. The company shall apply for registration within 45 days after making a resolution or decision on separation.
Three, what are the forms of enterprise division?
The division of a company can be divided into two types: newly established division and derivative division based on whether the original legal person status is eliminated.
1, new division.
The newly established separation is also called dissolution separation. Refers to the company's act of dividing all its property, dissolving the original company and dividing it into two or more new companies respectively. In the newly established division, the property of the original company is redistributed and merged according to the nature, purpose and business scope of each newly established company. At the same time, the original company is dissolved, and the creditor's rights and debts are borne by the newly established company. The new division is to establish a new company on the premise that the legal person qualification of the original company is eliminated.
2. Derivation and separation.
Derivative separation, also known as survival separation. It refers to the act that a company divides part of its property or business according to law and establishes two or more companies. During the period of division, the original company continues to exist, and the creditor's rights and debts of the original company can be borne by the original company and the new company respectively, or independently by the original company as agreed. The new company obtained the legal person status, and the original company continued to retain the legal person status.
To sum up, the above is the detailed information about enterprise separation provided by Bian Xiao. If you still have some questions about the above contents, or need further understanding, you can consult an online lawyer, and we can provide you with solutions according to the actual situation. Thank you for reading! Online lawyer consultation service is also provided. You are welcome to have legal consultation.