Asset reorganization refers to the process that the owners, controllers and economic entities outside the enterprise reorganize, adjust and allocate the distribution state of enterprise assets, or reconfigure the rights set on enterprise assets. Enterprise reorganization is a process of reconfiguring the capital, assets, labor, technology, management and other elements of an enterprise, building a new production and operation model, and maintaining the competitive advantage of an enterprise in the process of change. Enterprise reorganization runs through every stage of enterprise development. Enterprise reorganization is a process of enterprise reorganization, reorganization and integration, aiming at enterprise property rights and other debts, assets and management structure, improving enterprise management level as a whole and strategically, enhancing enterprise market competitiveness and promoting enterprise innovation. When the scale of the enterprise is too large, resulting in low efficiency and poor benefits, in this case, the enterprise should divest some businesses that are losing money or whose costs and benefits do not match; When the scale of the enterprise is too small and the business is single, which leads to greater risks, it should enter new business areas in time through acquisition and merger, and carry out diversified operations to reduce the overall risks. Asset reorganization refers to the reasonable division and structural adjustment of the assets and liabilities of the original enterprise when the enterprise is reorganized into a listed company, and the assets and organizations of the enterprise are reorganized and set up through merger and division. The narrow sense of asset reorganization only refers to the division and reorganization of enterprise assets and liabilities, while the broad sense of asset reorganization also includes the establishment and reorganization of enterprise institutions and personnel, and the adjustment of business institutions and management systems. At present, asset reorganization generally refers to asset reorganization in a broad sense. Asset reorganization is divided into internal reorganization and external reorganization. Internal reorganization means that enterprises (or asset owners) readjust and allocate their internal assets according to the principle of optimal combination, so as to give full play to the local and overall benefits of existing assets and bring the greatest economic benefits to operators or owners. In this reorganization process, only the internal management mechanism and asset allocation have changed, and the ownership of assets has not changed, which belongs to the internal management of enterprises. So there is no legal relationship of rights and obligations with others. External reorganization enables enterprises or enterprises to divest non-performing assets, allocate excellent assets, give full play to the benefits of existing assets and obtain the greatest economic benefits through asset transactions (mergers and acquisitions) and exchanges. In this form of asset reorganization, enterprises buy or sell some assets, or lose the qualification of independent subject. In fact, the ownership of assets is only transferred between different legal subjects. Therefore, the legal essence of this form of asset transfer is asset sale. The above is the relevant knowledge about the relationship between enterprise restructuring and asset restructuring.
Legal objectivity:
There are various ways of enterprise reorganization, mainly: 1, merger: refers to the merger of two or more enterprises, and the original enterprises do not exist in the form of legal entities, but set up a new company. If Company A and Company B are merged into Company C, the Company Law of People's Republic of China (PRC) stipulates that company merger can be divided into two forms: absorption merger and new merger. One company absorbs other companies for merger, and the absorbed company is dissolved; The merger of two or more companies to form a new company is a new merger, and the parties to the merger are dissolved. 2. Merger: refers to the merger of two or more enterprises, in which one enterprise keeps its original name and the other enterprises no longer exist as legal entities. 3. Acquisition: refers to an enterprise purchasing all or part of the ownership of another enterprise by purchasing all or part of its shares or all or part of its assets (or asset acquisition). The goal of acquisition is to gain control over the target enterprise, and the legal person status of the target enterprise does not disappear. 4. Takeover or takeover: refers to the situation that the controlling shareholder of the company (usually the largest shareholder of the company) loses its control position due to the sale or transfer of its equity, or its shareholding is surpassed by others. 5. Bidding: refers to an enterprise directly making an offer to the shareholders of another enterprise to buy the shares it holds in this enterprise, thus controlling the behavior of this enterprise. This will happen when the enterprise is a listed company. 6. divestiture: refers to the transaction in which an enterprise sells the assets of its subordinate departments (independent departments or production lines) to another enterprise. Specifically, it means that an enterprise sells some of its idle non-performing assets, unprofitable assets or product production lines, subsidiaries or departments to other enterprises to obtain cash or securities. 7. Separation: refers to the company distributing all the shares owned by subsidiaries to the shareholders of the company in proportion, thus forming two independent companies with the same shareholding structure. This definition is essentially the same as the meaning of divestiture in the shareholding system reform of state-owned enterprises in China. The divestiture in the restructuring of state-owned enterprises in China often refers to the process of separating the non-operating assets or non-main assets of state-owned enterprises from the operating assets or main assets of enterprises by means of free allocation. Through divestiture, different legal entities can be separated, and the state owns the equity of these legal entities. Separation is one of the forms of stripping. 8. Bankruptcy: refers to the failure of an enterprise to turn losses into profits for a long time and gradually develop into inability to pay due debts. Enterprise failure can be divided into two types: business failure and financial failure. Financial failure is divided into technical bankruptcy and bankruptcy. Bankruptcy is the extreme form of financial failure. Bankruptcy in enterprise reorganization is actually a legal procedure of enterprise reorganization and a form of social assets reorganization. Of course, there are various ways of enterprise reorganization, but the choice should be based on your own situation, and you can consult a professional lawyer if necessary.