1, different actors
Acquisition: The main body of a company's acquisition behavior is the acquirer and the shareholders of the target company. They may or may not be legal persons, but one thing is certain, that is, the target company is not the main body of the behavior.
M&A: The main body of M&A company is two independent legal persons-the merged company and the merged company.
2. Different behaviors.
Acquisition: Company acquisition is only a buying and selling behavior between the acquirer and the shareholders of the target company, without the approval of the shareholders' meeting.
M&A: M&A is a major business activity of the company and must be approved by the shareholders' meeting.
3. Different consequences of behavior
Acquisition: the acquirer has obtained the control right of the target company, but the legal person qualification of the target company does not necessarily die out. When the acquirer is a company, it means that the target company becomes a subsidiary of the acquirer.
M&A: The legal person qualification of the merged company disappears, and its rights and obligations such as property, creditor's rights and debts are generally transferred to the merged company, and the merged company needs to go through the company change registration accordingly.
Legal basis: Paragraph 1 of Article 75 of the Company Law of People's Republic of China (PRC) (1) The company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years, and it meets the conditions for distributing profits stipulated in this Law; (2) The merger, division and transfer of the company's main property; (3) Upon the expiration of the business term stipulated in the articles of association or other reasons for dissolution stipulated in the articles of association, shareholders may adopt a resolution at a reasonable price to request the company to amend the articles of association. If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.