The changed company is still legally liable for the creditor's rights and debts of the original company. In essence, before and after the change, the main body of the company has not changed, only the relevant registered items of the company have changed, but the changes in the company name, legal representative and business scope have not changed or eliminated the main body of the company, so the company still exists. Therefore, in essence, it cannot be said that the company before the change and the company after the change have not changed, so the company should still bear the debts of the past. The change and elimination of a company as a legal person includes division, merger and cancellation. Only when the company as a legal person changes or disappears, the company's creditor's rights and debts will be shared and transferred.
Legal objectivity:
1. What about the original creditor's rights and debts of the company? The original debts of the company are inherited by the merged company, but an agreement can be reached with creditors to reduce the amount of debts before the acquisition. If the original company has gone bankrupt, this agreement is beneficial to both parties. Article 175 of the Company Law stipulates that "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." Article 174 stipulates: "When a company is merged, the 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 their debts or provide corresponding guarantees. " Second, who will bear the debt after the company is acquired? There are two common acquisition methods, mainly equity acquisition and capital acquisition. There are many differences between the two in terms of acquisition methods, taxes and fees, and the impact on existing debts. 1. Share purchase generally means that the shares of the shareholders of the company are transferred from the original shareholders to the new shareholders, and the new shareholders replace the original shareholders in the company and continue to exercise the company rights of the original shareholders. It can be seen that the equity transfer contract is about the equity transfer between the new shareholder and the original shareholder, and does not involve the company's creditor's rights and debts. The original creditor's rights and debts of the company will not be changed or destroyed because of the change of shareholders. If the original shareholder withdraws from the company due to acquisition, the original debt shall be borne by the new shareholder within the scope of capital contribution. This brings potential risks to the transferee, and the creditor requires the company to bear the responsibility. Convenient for the transferee to eat Coptidis Rhizoma. Nowadays, stock purchase is very popular in the way of Internet purchase. Buyers generally pay attention to the potential benefits of intangible assets such as human resources, intellectual property rights and market prospects of the transferee to the enterprise. 2. Capital acquisition refers to a civil legal act in which a company obtains all or part of the assets of another company for compensation. Capital acquisition generally does not involve the shareholders' rights and interests of the company, and the acquirer is interested in a specific asset of the transferee, including land use rights, mining rights and special industry licenses. Since the acquirer does not involve equity, it will not be responsible for the debts of the original company, which will undoubtedly greatly reduce the operational risk. However, there are exceptions, that is, the two parties agree in the acquisition agreement that the transferee will not only accept the assets, but also accept the corresponding debts, so the transferee will be responsible for the agreed debts. To sum up, according to the Contract Law, the original creditor's rights and debts of the acquired company shall be inherited by the new company, and the two parties shall sign an agreement to determine the creditor's rights and debts. However, the acquisition company can negotiate with creditors to reduce debts or reduce some debts. When the acquired company is liquidated, it shall notify the creditors of the debt transfer and make a public announcement in the newspaper.