The internal decision-making procedure of the purchaser The Articles of Association is a programmatic document during the existence of the company and the basic basis for binding the company and its shareholders. Foreign investment involves the interests of both the company and shareholders. The Company Law has no mandatory provisions on the company's foreign investment, and authorizes the company to implement it according to the company's articles of association. Therefore, in order to grasp the legitimacy of the acquirer's main authority, we should focus on reviewing the acquirer's articles of association. The process of acquiring a company includes: 1, investigating 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.
First, whether the internal decision-making procedure is legal and whether it has been resolved by the board of directors or shareholders' meeting or shareholders' meeting;
Second, whether there is any limit on the amount of foreign investment, and if so, whether it exceeds the limit of foreign investment.
Legal basis:
Company Law of the People's Republic of China
Article 173 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 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.
Derivative problem:
How can a company compensate for selling to another company? If the company is acquired, it will not affect the labor contract. There is no question of compensation. If the company is sold to a new company, the employees of the original unit will get some compensation and compensation if they are not hired, but if they continue to work in the new company, there is no need for compensation and compensation. Therefore, if the company is sold to a new company, employees who are dismissed can get corresponding compensation and compensation. If those who are not fired continue to be employed, you just need to do it normally. Where the employing unit is merged or divided, the original labor contract shall remain valid, and the labor contract shall continue to be performed by the employing unit that inherits its rights and obligations. If it is illegal for the company to terminate the labor contract with its employees because of the acquisition, the employees can ask the company to continue to perform the contract or ask the company to pay compensation.