Company merger involves the interests of the company, shareholders, creditors and other related parties and should be carried out according to law. According to the provisions of the Company Law, the procedures for company merger are usually as follows:
1. The board of directors formulates the merger plan.
2. Sign the company merger agreement.
A company merger agreement refers to a written agreement reached by two or more companies on the merger of companies. The contents of the agreement shall specify the matters stipulated by laws and regulations and the matters agreed by both parties, and generally shall include the following contents:
(1) Company name and domicile. The name and domicile of the company mentioned here include the name and domicile of the company before the merger, and the name and domicile of the surviving company or the newly established company after the merger. The name of the company shall be the same as that of the company at the time of registration, and the name shall be the full name of the company. The domicile of the company shall be the actual domicile of the company, that is, the location of the head office.
(2) The total number, type, quantity, or total investment of the shares issued by the surviving or newly established company due to the merger, and the proportion of each investor in the total investment, etc.
(3) the merger of existing capital of all parties and the treatment methods of existing capital.
(four) the method of handling all the creditor's rights and debts of the merging parties.
(5) Whether the articles of association of the surviving company have been changed, the contents after the change, the way to conclude the articles of association of the newly established company and its main contents.
(six) other matters that the parties to the merger of the company think should be explained.
3. Prepare balance sheet and property list.
Balance sheet is an important accounting statement reflecting the company's assets and liabilities and shareholders' rights and interests, which must be compiled in accounting consolidation. All parties to the merger shall truly and comprehensively reflect the company's property and shall not conceal the company's creditor's rights and debts. In addition, the company should also prepare a property list to clearly reflect the company's property status. The property list should be accurate.
4. Formation of the merger resolution.
The merger of a company shall be decided by the shareholders' meeting or the shareholders' meeting before other work is carried out. The merger of companies will affect the interests of shareholders, such as the change of ownership structure. According to Articles 44, 60 and 103 of the Company Law, the merger of a limited liability company can only be carried out after a special resolution is made by the shareholders' meeting, that is, the shareholders representing more than two thirds of the voting rights pass. The merger of a joint stock limited company shall be made by a special resolution of the shareholders' meeting, that is, it shall be approved by more than two thirds of the voting rights held by the shareholders present at the meeting. Its merger must be decided by the state-owned assets supervision and administration institution. Among them, the merger of important wholly state-owned companies shall be examined by the state-owned assets supervision and administration institution and reported to the people's government at the same level for approval.
5. Notice and announcement to creditors.
The company shall notify the creditors within 10 days from the date of making the merger resolution, and make an announcement in the newspaper on the 30th. Generally speaking, all known creditors should be notified, and only those creditors who don't know or can't be notified by ordinary notice can announce the notice. The purpose of notice and announcement is mainly to inform the creditors of the company and make them decide whether to oppose the merger of the company. In addition, the announcement can also play a role in informing shareholders who did not attend the shareholders' meeting.
6. Unified registration.
Merger registration is divided into dissolution registration and change registration. After the merger, the dissolved company shall go through the formalities of cancellation of registration with the industrial and commercial registration authority, and the continuing company shall go through the formalities of change registration with the registration authority. The established company shall go through the establishment registration formalities with the registration authority. Companies can only be legally recognized after merger and registration.
Legal basis:
Company Law of the People's Republic of China
Article 37 The shareholders' meeting shall exercise the following functions and powers: (1) To decide on the company's business policy and investment plan; (2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors; (3) Examining and approving the report of the board of directors; (4) Examining and approving the reports of the board of supervisors or supervisors; (5) To examine and approve the annual financial budget plan and final accounts plan of the company; (VI) To examine and approve the company's profit distribution plan and loss recovery plan; (7) To make resolutions on the increase or decrease of the registered capital of the company; (8) To make resolutions on the issuance of corporate bonds. (9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; (10) Amending the Articles of Association. (eleven) other functions and powers stipulated in the articles of association. Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Article 43 The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law. The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.
Article 46 The board of directors shall be responsible to the shareholders' meeting and exercise the following powers: (1) Convene the shareholders' meeting and report its work to the shareholders' meeting; (2) Implementing the resolutions of the shareholders' meeting. (3) To decide on the company's business plan and investment plan; (4) To formulate the company's annual financial budget and final accounts; (five) to formulate the company's profit distribution plan and loss compensation plan; (6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds; (seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company; (VIII) Deciding on the establishment of the company's internal management organization; (9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager; (X) To formulate the basic management system of the company; (eleven) other functions and powers stipulated in the articles of association.
Article 66 A wholly state-owned company does not have a shareholders' meeting, and the state-owned assets supervision and administration institution shall exercise its functions and powers. The state-owned assets supervision and administration institution may authorize the board of directors of the company to exercise part of the functions and powers of the shareholders' meeting and decide on major issues of the company, but the merger, division, dissolution, increase or decrease of registered capital and issuance of corporate bonds of the company must be decided by the state-owned assets supervision and administration institution; Among them, the application for merger, division, dissolution and bankruptcy of an important wholly state-owned company shall be examined by the state-owned assets supervision and administration institution and reported to the people's government at the same level for approval. The important wholly state-owned companies mentioned in the preceding paragraph shall be determined in accordance with the provisions of the State Council.