After the company is transferred, the guarantee contract of the new company in the original company is renewed. Is the original company legal person liable?

1. Article 44 of General Principles of Civil Law of People's Republic of China (PRC) and General Principles of Civil Law of People's Republic of China (PRC) stipulates: "The division, merger or other important changes of an enterprise as a legal person shall be registered with the registration authority and announced. When an enterprise as a legal person is divided or merged, its rights and obligations shall be enjoyed and assumed by the changed legal person. " However, according to the provisions of the General Principles of the Civil Law, if an enterprise has debts, it should first notify the creditors and obtain their consent. If the creditor does not agree, the debtor shall provide a guarantee before the transfer, otherwise the transfer is invalid to the creditor.

2. When the enterprise is transferred, all the assets, creditor's rights and debts of the enterprise are bought out by the transferee. If the transferor and the transferee clearly stipulate in the enterprise transfer contract that the transferee shall bear all the creditor's rights and debts and go through the formalities for changing the registration of the enterprise with the industrial and commercial registration authority, the creditor takes the transferee as the defendant and demands that it be liable for the debts.

3. If the transferee has bought out all the assets of the original enterprise, and in the actual operation of the transferee, it is found that the transferor has omitted or cleared the omitted debts due to incomplete debts in the entrusted audit and evaluation, and the transferee has actually taken over the transferor's property, but has not gone through the enterprise change registration with the industrial and commercial department, the creditor may take the original enterprise and the transferee as co-defendants.

4. If it is the transfer of the company's equity, under normal circumstances, no matter how the company changes, it has not changed as a civil subject and needs to bear external responsibilities independently. The new company is only a change of the original company and needs to bear debts when necessary. However, when the equity is transferred, the debt situation is usually investigated and the debt commitment is agreed accordingly. Equity transfer is based on the transfer of net assets, otherwise the original shareholders will guarantee the undisclosed debts.

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