1. The overall change is to convert the audited net assets into shares instead of converting them into shares after capital verification based on the assessed value; However, the overall restructuring is generally based on the evaluation value for capital verification and share conversion;
2. The performance can be calculated continuously in the case of overall change, but the original performance cannot be calculated continuously in the case of overall restructuring, and capital verification and account adjustment can be carried out according to the evaluation value;
3. The enterprise form before the overall change is a limited liability company, and the enterprise form before the overall restructuring can be a limited liability company or a state-owned enterprise, institution or collective enterprise;
4. The creditor's rights and debts changed as a whole are naturally inherited by the changed joint-stock company, but the transfer of the overall restructuring debt needs the consent of the creditors.
5. The overall change is to bring the assets of the original limited liability company into the scope of the joint-stock company, and the overall reorganization may also deprive non-operating assets and only bring operating assets into the scope of the joint-stock company.
Legal basis: People's Republic of China (PRC) Company Law.
Paragraph 1 of Article 9: Where a limited liability company is changed into a joint stock limited company, it shall meet the conditions for the establishment of a joint stock limited company as stipulated in the Company Law and go through the relevant procedures for the establishment of a joint stock limited company in accordance with the Company Law.
Article 9 Paragraph 2 Where a limited liability company is changed into a joint stock limited company according to law, the creditor's rights and debts of the original limited liability company shall be inherited by the changed joint stock limited company.