1, different legal actors
The main body of company merger is two independent legal persons: the merging party and the merged company; The main body of the company's acquisition behavior is the acquirer and the shareholders of the target company, which may or may not be a legal person, but one thing is certain, that is, the target company is not the main body of the behavior.
2. The applicable legal scope is different.
Company merger is a major business activity of the company, so the Company Law has special provisions on such activities, and they must be approved by the shareholders' meeting. Company acquisition is only a kind of buying and selling behavior between the purchaser and the shareholders of the target company, which does not need the approval of the shareholders' meeting and is mainly restricted by the relevant provisions of the Securities Law.
3. Different legal consequences
The legal consequences of company merger are: the legal person qualification of the merged company dies, and its property, creditor's rights, debts and other rights and obligations are generally transferred to the merged company, and the merged company needs to go through the company change registration accordingly. The legal consequence of company acquisition is that the acquirer obtains the control right of the target company, and the legal person qualification of the target company does not necessarily die. When the acquirer is a company, the target company becomes a subsidiary of the acquirer.
Legal basis: Article 182 of the Company Law of People's Republic of China (PRC). The merger or division of a company shall be decided by the shareholders' meeting.