Is it a debt to buy the company's trust assets first?

Whether asset acquisition includes creditor's rights and debts depends on the difference. Asset acquisition means that an enterprise can selectively acquire all or part of the assets of the other company by paying cash, physical objects, securities and services or by debt forgiveness. For all acquisitions, it includes creditor's rights and debts, but it does not include some acquisitions.

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." In this case, it is equivalent to a company absorbing the legal personality of another company. In this case, the company should generally bear the creditor's rights and debts of the acquired company.

For the acquisition of some assets, it is only equivalent to signing a sales contract between the two companies. For some assets, the company's legal personality will not be affected, and the company's creditor's rights and debts will naturally not be transferred, unless the company makes a special agreement when transferring assets, and regards the transfer of creditor's rights and debts as a part of the contract or a condition for establishment.

Second, how to avoid the debt commitment in company mergers and acquisitions

In order to safeguard the maximum legitimate rights and interests of the acquiring company and reduce legal risks and economic losses, a commitment to deal with debts can be agreed, and the debts before the transfer of assets are not borne by the acquirer.

If the foreign debt really happens, the company needs to bear the responsibility, and then the company will recover from the former shareholders as agreed. Under normal circumstances, the acquirer and the original shareholders' meeting agreed in the equity acquisition agreement that the debts before the base date shall be borne by the original shareholders, and the debts after the base date shall be borne by the new shareholders (acquirers). This kind of agreement is essentially that the target company transfers the debt to the original shareholders or new shareholders, which is a debt transfer agreement. The transfer of debts requires the consent of creditors. Therefore, this agreement is invalid without the consent of the creditors. Although this agreement is invalid, it is still legally binding on new and old shareholders and the target company. In practice, the acquirer will generally take the form of guaranteeing by the old shareholders or the third party.