1. Investigate the reputation and financial status of the acquired company;
2. Negotiate the acquisition;
3. Sign an acquisition agreement;
4. Prepare balance sheet and property list;
5. Notify creditors and make an announcement in the newspaper;
6. Handle the corresponding change registration and cancellation registration of the acquired company.
1. How should the acquiring company avoid debt?
1. Before the company is acquired, it is necessary to investigate the creditor's rights and debts existing in the company before the transfer, which is called nature investigation.
2. Let the accounting company or accounting firm clean up the accounts of the acquired company or audit its financial status.
3. Draw up the transfer agreement, stating that the transferor and its shareholders * * * have made statements and guarantees, and have not omitted to conceal unfavorable conditions, so as to ensure that the company has no debts before and after the transfer, and shall bear joint and several liabilities for violating this obligation. This clause is best drafted by professionals. However, this clause does not affect the object of creditor's recourse. After the transferee becomes a shareholder of the target company, it still needs to pay off its debts. This agreement is only valid internally, and it is invalid for the third party without the knowledge of the third party. After paying off the debts, the transferee may claim compensation from the original shareholders or the transferor.
Legal basis:
Article 173 of the Company Law of People's Republic of China (PRC) stipulates that
When a company is merged, all parties to the merger 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. 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.