What is the process of company merger and acquisition?

Company merger: a form of company merger, that is, a company entity accepts one or more companies to join the company, the joining party dissolves and cancels the original legal person qualification, and the receiving party survives. Different from the merger of newly established companies, the merger of newly established companies means that a company merges with one or more companies to form a new company, and the parties to the original merger are dissolved and the original legal person qualification is cancelled.

The basic procedures of the company's absorption and merger are as follows:

1. The shareholders' meeting of the merged company shall make merger resolutions respectively;

2. Each party to the merger shall prepare a balance sheet and a list of assets respectively;

3. All parties shall sign a merger agreement, which shall include the following contents:

(1) Names, domiciles and legal representatives of the parties to the merger agreement;

(2) The name, domicile and legal representative of the merged company.

(3) The registered capital of the merged company. When a limited liability company that has nothing to do with the investment is merged, the registered capital shall be the sum of the registered capital of both parties. If there is an investment relationship, the amount of capital contribution formed by the investment shall be reduced.

(4) the form of merger;

(five) the creditor's rights and debts inheritance plan of the parties to the merger agreement;

(6) Liability for breach of contract;

(seven) the way to solve the dispute;

(eight) the date and place of signing the contract;

(9) Other matters deemed necessary by the parties to the merger agreement.

4. Notify creditors within 10 days from the date of making the resolution.

5. Make an announcement in the newspaper within 30 days from the date of making the resolution.

6. Accounting treatment, such as reconciliation and report consolidation. 7. Verification of paid-in capital after consolidated statements.

8. Apply to the registration authority for registration 45 days after the resolution is made. Subsidiaries apply for cancellation of registration, and group companies apply for change registration.

Documents to be submitted by the company:

1. The surviving company shall submit the following documents when changing its registration:

1. Application for company change registration signed by the legal representative of the company;

2. The new articles of association or amendments to the articles of association of the merged company;

3. Resolutions of the shareholders' meeting of each company on merger;

4. The merger agreement signed by the merged company;

5. Proof that the merged company has published at least three merger announcements in newspapers within 30 days from the date of making the merger resolution;

6. Debt repayment and debt guarantee of the merged company;

7. If the registered capital changes after the merger, a capital verification certificate issued by a legally qualified capital verification institution shall be submitted;

8. The legal person qualification certificate or natural person identity certificate of the new shareholder;

9. Original and photocopy of the Company's Business License for Enterprise as a Legal Person;

Two. The following documents shall be submitted when the absorbed company cancels its registration:

1. Application for cancellation of company registration signed by the legal representative of the company;

2. Resolution of the shareholders' meeting of the merged company on merger;

3. The merger agreement signed by the merged company;

4. Proof that the merged company has published at least three merger announcements in newspapers within 30 days from the date of making the merger resolution;

5. Description of debt settlement or debt guarantee of each merged company;

6. The original and duplicate of the Company's Business License for Enterprise as a Legal Person.

Procedure:

1. After the company has prepared all the documents, the representative or entrusted agent designated by the company shall apply to the registration authority with the relevant agency certificate, and the registration authority will issue the Notice of Acceptance of Enterprise Registration after accepting it;

2. The licensee shall pay the registration fee to the registration authority with the Notice of Acceptance of Enterprise Registration and ID card, and obtain the Business License of Enterprise as a Legal Person; Or receive the Notice of Rejection of Enterprise Registration.

Time limit: 5 working days

Charge standard:

The registration fee of 1. is calculated according to the registered capital, and the part within100000 yuan is charged at 0.8‰, the part above1000000 yuan is charged at 0.4‰, and the part above1000000 yuan is not charged. The part of the registration fee that has been paid according to the registered capital is no longer charged.

2. If the registered capital has not changed, the change registration fee is 100 yuan.

3. The cost of duplicate business license is 10 yuan.