1) absorb and merge one company to absorb other companies, and the absorbed company is dissolved.
2) Two or more newly established companies are merged into a new company, and the creditor's rights and debts of the merged parties are inherited by the surviving company or the newly established company after the merger.
Procedural merger of company merger is an important legal act of the company, which involves the life and death of the company and the interests of shareholders and creditors. Therefore, the company laws of various countries have standardized the merger of companies and set up strict procedures. China's "Company Law" stipulates the following procedures for company merger:
1. Sign the merger agreement.
2. The shareholders' meeting shall make a merger resolution. The merger resolution of the shareholders' meeting must be passed by more than two thirds of the voting rights held by the shareholders present at the meeting.
3. The parties to the merger shall sign a formal agreement.
4. Go through the relevant examination and approval procedures according to law. According to the Company Law: "The merger or division of a joint stock limited company must be approved by the department authorized by the State Council or the provincial people's government." The merger of joint stock limited companies includes both the merger of joint stock limited companies and joint stock limited companies, as well as the merger of joint stock limited companies and limited liability companies.
5. Prepare balance sheet and property list.
6. Perform creditor protection procedures. After the merger of companies, the subject qualification changes, and the property of the relevant companies becomes a whole, which has a great influence on the creditors of the original company. China's "Company Law" stipulates that 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. If the creditor fails to receive the notice within 30 days from the date of receipt of the notice, it shall have the right to demand the company to pay off its debts or the corresponding guarantee within 45 days from the date of announcement.
7. Consolidation of capital and transfer of property. After completing the procedure of urging creditors, the merged company may merge its capital and transfer its property.
8. Go through the registration of change, cancellation or establishment with the company registration authority. After completing the above procedures, the merged company shall go through the merger registration with the registration authority within the statutory time limit. According to the life and death changes of different companies in the merger, the merger registration can be divided into three situations: the merged company must register for change; A company that is eliminated due to merger shall cancel its registration; A company established as a result of merger shall register its establishment.
Registration procedure for newly established merger A newly established merger refers to the merger of two or more companies to form a new company. When the parties to the merger dissolve, the newly established company shall go through the establishment registration, and the dissolved company shall go through the cancellation registration.
1. A newly established company applying for industrial and commercial registration shall submit the following documents and certificates:
(1) Application for company establishment registration signed by the legal representative of the company and other industrial and commercial registration materials;
(2) Power of attorney for enterprise (company) to apply for registration;
(3) the merger agreement signed by the parties to the merger and the resolution of the shareholders' meeting (or its owner) of the parties to the merger (mainly explaining which companies to merge and the main contents of the merger);
(four) the certificate of the merger announcement published by the parties in the newspaper;
(5) explanations of the parties to the merger on debt settlement or debt guarantee.
(6) Copies of the business licenses of the merging parties.
2. The following documents and certificates shall be submitted when a company applies for cancellation of registration for merger or dissolution:
(1) Application for cancellation of company registration signed by the legal representative of the company;
(2) Power of attorney for enterprise (company) to apply for registration;
(three) the merger agreement of the parties to the merger;
(4) The resolutions of the shareholders' meeting of the company approving the merger and cancellation;
(5) The company issued three merger announcements in the newspaper;
(6) Notes on the company's debt settlement or debt guarantee;
(7) The original and photocopy of the company's business license;
(8) Other documents required by laws and administrative regulations.
The merger of companies refers to the existence of a company after absorbing other companies, and the absorbed company is dissolved. The surviving company after the merger shall go through the registration of change, and the dissolved company shall go through the cancellation of registration.
1. The surviving company after the merger shall submit the following documents and certificates when handling the change registration:
(1) Application for company change registration signed by the legal representative of the company;
(2) Power of attorney for enterprise (company) to apply for registration;
(3) the merger agreement signed by the parties to the merger and the resolution of the shareholders' meeting (or its owner) of the parties to the merger (mainly explaining which companies to merge and the main contents of the merger);
(4) A certificate that the company announced the merger in a newspaper;
(5) An explanation of the debt settlement or debt guarantee made by the company that needs to be dissolved after the merger;
(6) The resolution of the new shareholders' meeting of the company (mainly stating the total share capital and its composition of the merged company, whether there is any change in the company's leadership, the revision of the company's articles of association and other matters that need to be changed);
(seven) amendments to the articles of association (mainly showing the comparison table of changes in the articles of association) or new articles of association;
(8) Letter of Confirmation (B) issued by all shareholders of the new general meeting of shareholders. If there are directors and supervisors as employee representatives, they shall also submit the employment documents elected by the employee congress;
(nine) the legal person qualification certificate or the identity certificate of the natural person of the newly added shareholder;
(10) List of shareholders (promoters) of the company;
(1 1) Registration form of legal representative of the company (enterprise);
(12) Information of members of the board of directors, supervisors and managers of the company;
(13) Copies of the ID cards of the directors, supervisors and managers of the company;
(14) The company is dissolved after merger, and the copy of the company's business license;
(15) A copy of the Articles of Association stamped with the special seal for the archives of the Administration for Industry and Commerce is provided by the archives room of the Administration for Industry and Commerce.
2. When the company applies for cancellation of registration due to merger and dissolution, it shall submit the following documents and certificates:
(1) Application for cancellation of company registration signed by the legal representative of the company;
(2) Power of attorney for enterprise (company) to apply for registration;
(three) the merger agreement signed by the parties to the merger;
(four) the resolution of the shareholders' meeting of the merged surviving company to approve the merger;
(5) The resolutions of the shareholders' meeting of the company approving the merger and cancellation;
(6) The company issued three merger announcements in the newspaper;
(seven) the company's explanation of debt settlement or debt guarantee;
(8) The original and photocopy of the company's business license;
(9) Other documents required by laws and administrative regulations.
As a legal act, company merger, once implemented, will inevitably produce a series of legal consequences:
1. The disappearance of the company's main qualification. No matter what form of merger is taken, it will lead to the disappearance of the company's main qualification: in the absorption merger, the absorbed company is dissolved and the main qualification disappears; In the newly established merger, the original companies were dissolved, terminated and the subject qualification died out.
2. The general transfer of creditor's rights and debts of the destroyed company. If the creditors of the original company have not raised any objection to the merger, the creditor's rights and debts of all parties to the merger shall be inherited by the surviving company or the newly established company after the merger. ?
3. The shareholder status of the extinct company has changed. The merger of companies realized by the above different methods and the change of shareholders' identity of extinct companies are also different. If the share purchase method is adopted, the shareholders of the extinct company will lose their shareholder qualification because they get the share purchase price paid by the other party; Where equity swap is adopted, the shareholders of the extinct company become shareholders of other companies other than the merging parties due to equity swap; In the case of equity absorption, the shareholders of the eliminated company are changed to shareholders of the surviving company; If the debt method is adopted, the shareholders of the extinct company will lose their shareholder status because the assets and debts of the original company are basically equal.
Announcement of Xx Company Merger (Sample)
It is hereby announced that this company will merge with XX Company and will merge with XX Company.
Creditors are requested to make a decision on whether to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the company's notice, or within 45 days from the date of the company's first announcement if they have not received the notice, and notify the company within this time limit, otherwise, the company will be deemed not to require it.
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