If it is not a wholly-owned subsidiary, it should first acquire a minority stake and become a wholly-owned subsidiary, and then absorb the merger. The parent company's absorption and merger of wholly-owned subsidiaries is equivalent to the cancellation of wholly-owned subsidiaries, and all its assets, liabilities, business and personnel are transferred to the parent company. The general practice is to transfer all the assets and liabilities of subsidiaries to the parent company (the transfer of liabilities needs to go through the formalities of notifying creditors according to law), and then cancel the subsidiaries that have become empty shells. Accounting treatment is the recovery of investment. This way can maintain the continuity of the production and operation activities of subsidiaries, and is not restricted by the general enterprise's "no production and operation activities unrelated to liquidation during liquidation". Because there are other shareholders in the non-wholly-owned subsidiary, it is necessary to acquire minority shares and become a wholly-owned subsidiary of a single shareholder before the merger operation can be carried out. It can also be agreed that the minority shareholders of the subsidiary will exchange their minority shareholders' shares of the subsidiary for the additional shares of the parent company, but the specific operation is also divided into two steps: the first step is to exchange shares, and the subsidiary will become a wholly-owned subsidiary and the minority shareholders will become shareholders of the parent company; In the second step, the parent company absorbs and merges the subsidiaries that have become wholly-owned subsidiaries. Two. The basic process of changing a subsidiary into a branch is as follows:
1. Shareholders of the merged company make merger resolutions respectively;
2. Each party to the merger shall prepare a balance sheet and a list of assets respectively;
3. The parties sign the merger agreement, which shall include the following contents: the names, domiciles and legal representatives of the parties to the merger agreement; The name, domicile and legal representative of the merged company; Registered capital of the merged company. When a limited company that does not have the relationship between investment and investment is merged, the registered capital shall be the sum of the registered capital of both parties. If there is an investment relationship, the amount of capital contribution formed by the investment shall be reduced. The form of merger; The creditor's rights and debts inheritance scheme of the parties to the merger agreement; Liability for breach of contract; Ways to resolve disputes; Date and place of signing the contract; Other matters that the parties to the merger agreement think need to be agreed upon;
4. Notify creditors within 10 days from the date of making the resolution;
5. Make an announcement in the newspaper within 30 days from the date of making the resolution;
6. Accounting treatment, such as reconciliation and report consolidation;
7. Verification of paid-in capital after consolidated statements; 8. Apply to the registration authority for registration 45 days after the resolution is made. Subsidiaries apply for cancellation of registration, and group companies apply for change registration.