The specific process of merger:
1. The board of directors proposed the merger plan.
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. Notification and announcement of creditors and creditor objection procedures; This is a procedure to protect the company's creditors. The Company Law stipulates that the merger of a company shall be notified to the creditors within 10 days from the date of the resolution of the shareholders' meeting, and shall be announced in the newspaper at least three times within 30 days.
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.
Model company merger agreement:
Company merger agreement
_ _ _ _ Co., Ltd. (hereinafter referred to as Party A) and the representative of the board of directors of _ _ _ _ _ Co., Ltd. (hereinafter referred to as Party B) have reached the following agreement on Party A's absorption and merger of Party B:
1. Party A and Party B merge by absorption, Party A absorbs Party B to continue to exist, and Party B is dissolved.
Two. The merger date of Party A and Party B is _ _ _ _ _ _ _ _. However, if the merger formalities cannot be completed on the same day, both parties may agree to postpone it.
3. The existing total capital of Party A is RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The result of the merger is to issue _ _ _ _ shares, with the amount of each share unchanged, the total capital increased to _ _ _ _ _ yuan, and the total number of shares increased to _ _ _ _ _ yuan.
The existing funds of Party B are RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
All the shares held by the registered shareholders of Party B on the merger date are converted into shares of Party A due to the merger, and the exchange ratio is _ _ _ _ _ _ _ _: _ _ _ _ _ _. For each share of Party A exchanged by the shareholder of Party B, the supplementary amount is RMB _ _ _ _ _ (the shareholder of Party B does not need to pay the share price when exchanging shares. Party A will pay the share difference (RMB) for every share that the shareholders of Party B exchange with Party A..
During the period from the signing of the merger agreement to the completion of the merger, Party A and Party B will not change their respective capitals, shares and shareholders.
Four. All property, rights and obligations of Party B on the merger date shall be unconditionally borne by Party A. ..
5. From the effective date of this agreement to the date of merger, Party B shall continue to manage its business with the attention of kind managers. However, dealing with property, shouldering obligations, spending above RMB _ _ _ _ _, etc. Party A must agree.
6. All the managers and employees of Party B will naturally become the managers and employees of Party A after the merger, and their working years, wages and other working conditions will remain unchanged. This restriction does not apply to individual workers who change jobs.
Seven. Matters not covered in this agreement shall be decided by the representatives of Party A and Party B through consultation.
Eight. Party A and Party B shall, within one week from the date of signing this Agreement, apply to the relevant leading authorities for merger. When the merger application of one or both parties is not approved by the competent authority, this agreement will be invalid.
Nine. After the merger application is approved, Party A and Party B shall convene a general meeting of shareholders to discuss and pass this agreement. When the shareholders' meeting of one or both parties fails to pass, this agreement will become invalid.
X this agreement is made in duplicate, with each party holding one copy.
Party A: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: (Signature) _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: (Signature) _ _ _ _ _ _ _
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