I. The board of directors shall formulate the merger plan.
Second, sign the company merger agreement.
A company merger agreement refers to a written agreement reached by two or more companies on the merger of companies. The contents of the agreement shall specify the matters stipulated by laws and regulations and the matters agreed by both parties, and generally shall include the following contents:
1. Company name and domicile. The name and domicile of the company mentioned here include the name and domicile of the company before the merger, and the name and domicile of the surviving company or the newly established company after the merger. The company name shall be the same as the company name at the time of registration, and the name shall be the full name of the company; The domicile of the company is the actual domicile of the company, that is, the location of the head office.
2. The total number, type, quantity, or total investment of shares issued by the surviving or newly established company due to the merger, and the proportion of each investor in the total investment, etc.
3. Merge the existing capital of each party and the treatment methods for the existing capital.
4. Disposal methods of all creditor's rights and debts of each party.
5. Whether the articles of association of the surviving company are changed, the contents of the changed articles of association, how to conclude the articles of association of the newly established company and its main contents.
6. Other matters that the parties to the company merger think should be stipulated.
Third, prepare balance sheets and property lists.
Balance sheet is an important accounting statement reflecting the company's assets and liabilities and shareholders' rights and interests, which must be compiled in accounting consolidation. All parties to the merger shall truly and comprehensively reflect the company's property and shall not conceal the company's creditor's rights and debts. In addition, the company should also prepare a property list to clearly reflect the company's property status. The property list should be accurate.
Fourth, the formation of the merger resolution
The merger of a company shall be decided by the shareholders' meeting or the shareholders' meeting before other work is carried out. The merger of companies will affect the interests of shareholders, such as the change of ownership structure. According to Articles 44, 60 and 103 of the Company Law, as far as a limited liability company is concerned, its merger shall be carried out by a special resolution of the shareholders' meeting, that is, the shareholders representing more than two-thirds of the voting rights can pass it; As far as a joint stock limited company is concerned, its merger shall be made by a special resolution of the shareholders' meeting, that is, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting; As far as a wholly state-owned company is concerned, its merger must be decided by the state-owned assets supervision and administration institution. Among them, the merger of important wholly state-owned companies shall be examined by the state-owned assets supervision and administration institution and reported to the people's government at the same level for approval.
Verb (abbreviation of verb) notice and announcement to creditors
The company shall notify the creditors within 10 days from the date of making the merger resolution, and make an announcement in the newspaper on the 30th. Generally speaking, all known creditors should be notified, and only those creditors who don't know or can't be notified by ordinary notice can announce the notice. The purpose of notice and announcement is mainly to inform the creditors of the company so that they can make a decision.
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;
(three) the merger agreement signed by the parties to the merger and the resolutions of the shareholders' meeting 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) explanations of their respective companies on debt settlement or debt guarantee;
(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) Capital verification report;
(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 shall be stamped with the official seal.
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) A certificate that the company announced the merger in a 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.