1. Pay the equity purchase money in installments. That is, when signing the equity transfer contract, pay a part; After completing the registration of industrial and commercial change, pay a part; The rest is used as a guarantee for contingent liabilities.
2. Agree on the tax exemption period and amount. If there is no contingent debt with the subject matter less than X million yuan within two years and six months after the agreed base date, the original shareholders may be exempted. Agree on the exemption amount to reflect the sincerity of the acquirer; Considering the limitation of action, the exemption period is agreed to be two years, and six months is a transitional period.
3, agreed to assume the calculation formula and calculation ratio of contingent liabilities. It should be pointed out that the contingent liabilities assumed by the original shareholders are generally limited to the share purchase money obtained by the original shareholders.
Legal basis: People's Republic of China (PRC) Company Law.
Article 173 When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.
Article 174 When a company is merged, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.