There are two basic ways of company division: 1. A newly established department. That is, the original company's legal person qualification is eliminated, and more than two new companies with legal person qualifications are established. 2. Derivation and separation. That is, the legal subject of the original company still exists, but part of the business is set aside to set up a new company. Due to the separation mode, the company continues to exist but the registered capital is reduced. The proportion of shares of the original shareholders in the company and the new company can remain unchanged. In practice, in order to expand assets and reduce investment risks, the head office often reorganizes its branches into wholly-owned subsidiaries with legal personality. At this time, the head office is also transformed into the parent company. The parent company is only responsible for the debts of the newly established subsidiary to the extent of its investment. In order to prevent enterprises from transferring debts and evading responsibilities through merger or division, Article 44 of the General Principles of the Civil Law of China stipulates: "When an enterprise is divided or merged, its rights and obligations shall be enjoyed and assumed by the changed legal person." Article 90 of the Contract Law of People's Republic of China (PRC) stipulates: "If the parties merge after concluding a contract, the merged legal person or other organization shall exercise its contractual rights and perform its contractual obligations. If the parties are separated after concluding a contract, unless otherwise agreed by the creditor and the debtor, the separated legal person or other organization shall enjoy joint and several creditor's rights and obligations and bear joint and several debts in accordance with the contract. " Therefore, after the separation of the parties, not only all the original creditor's rights and debts shall be borne by the separated legal person or other organization according to law, but also the original property ownership, management right and intellectual property rights shall be transferred to the separated enterprise. If no agreement is reached with the creditors, the legal persons after division shall be jointly and severally liable for the original debts, and the specific amount shall be determined according to the property distribution at the time of division and the registered capital of each legal person after division. [Edit this paragraph] 2. Article 44 Unless otherwise provided by this Law, the methods of discussion and voting procedures of the shareholders' meeting shall be stipulated in the articles of association. 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 67 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. Article 176 When a company is divided, its property shall be divided accordingly. When the company is divided, it shall prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the resolution of separation, and make an announcement in the newspaper within 30 days. Article 177 The debts of the company before division shall be jointly and severally liable by the company after division. However, unless the company and creditors reach a written agreement on debt settlement before division. Article 180 Where a company is merged or divided and its registered items change, it shall register the change with the company registration authority according to law; If the company is dissolved, it shall go through the cancellation of registration according to law; Where a new company is established, it shall be registered in accordance with the law. Where a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law. Article 205 Where a company fails to notify or announce its creditors in accordance with the provisions of this Law during merger, division, reduction of registered capital or liquidation, the company registration authority shall order it to make corrections and impose a fine of not less than 10,000 yuan but not more than 100,000 yuan. Those who conceal property, make false records on the balance sheet or list of property or distribute property before paying off debts shall be ordered by the company registration authority to make corrections, and be fined at least 5% 10% of the amount of property distributed before paying off debts; The directly responsible person in charge and other directly responsible personnel shall be fined 1 more than 10,000 yuan1less than 0,000 yuan.
Satisfied, please adopt.