Legal analysis:
1. The merger plan is proposed by the board of directors;
2. The shareholders' meeting of the company makes a special resolution on the merger;
3. Report to relevant departments for approval, such as joint stock limited companies, foreign-invested companies, commercial banks and insurance companies. The merger of other limited liability companies generally does not require government approval.
4. Sign the merger agreement;
5. Prepare the company's balance sheet and property list, and keep them in the company for creditors' reference.
6. Notify and announce creditors and their objection procedures.
7. Implement the merger; Transfer assets, convene shareholders' meeting, amend the articles of association or formulate new articles of association, etc.
8. Go through the formalities for industrial and commercial registration of merger; After the merger, the eliminated company shall go through the cancellation registration, the surviving company shall go through the change registration, and the newly established company shall go through the establishment registration.
Legal basis:
Article 173 of the Company Law stipulates that when a company is merged, the merging parties 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 debts or provide corresponding guarantees.
Article 174 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 175 stipulates that when a company is divided, its property shall be divided accordingly.
When the company is divided, it shall prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the resolution of separation, and make an announcement in the newspaper within 30 days.
Article 176 stipulates that the debts before the division of the company shall be jointly and severally liable by the company after the division. However, unless the company and creditors reach a written agreement on debt settlement before division.