1. The merger of the company shall be decided by the shareholders' meeting of the company.
2. The merger of a joint stock limited company must be approved by the department authorized by the State Council or the provincial people's government.
3. When the company is merged, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.
4. Where a company is merged or divided and its registered items change, it shall register the change with the company registration authority according to law.
Legal basis: People's Republic of China (PRC) Company Law.
Article 172 The merger of companies may take the form of absorption merger or new merger.
A company absorbs other companies for merger, and the absorbed company is dissolved. The merger of two or more companies to form a new company is a new merger, and the parties to the merger are dissolved.
Article 43 The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law.
The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.
Article 103 Shareholders attending the shareholders' meeting shall have one vote for each share they hold. However, the shares of the company held by the company have no voting rights.
The resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting. However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.
Article 173 When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.
Article 174 When a company is merged, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.