What Is a Corporation Merger?

According to the relevant provisions of Chapter IX of the "Company Law of the People's Republic of China" ^[1] , a company merger refers to the law of two or more companies that jointly form a company by entering into a merger agreement in accordance with the conditions and procedures prescribed by the company law behavior. The merger of the company can be divided into two forms: merger by absorption and merger by new establishment. Absorption mergers, also known as ongoing mergers, refer to a legal act of merging companies by merging one or more companies into another company. The merged company was dissolved and its legal personality disappeared. The companies that accepted the merger continue to exist and go through the registration formalities for change. New merger refers to the legal act of merging two or more companies to form a company on the premise of eliminating their respective legal personality. As a result of the merger, the legal personality of the original company was eliminated. The newly formed company has gone through the registration formalities and obtained the status of a legal person.

According to the relevant provisions of Chapter IX of the "Company Law of the People's Republic of China" ^[1]

My country

Corporate mergers can take the form of mergers of mergers and mergers of new establishments. One company absorbs another company. In order to absorb the merger, the absorbed company is dissolved. When two or more companies merge to form a new company, the merger is dissolved and all parties to the merger are dissolved. In a company merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a property inventory. The company shall notify the creditors within 10 days from the date of the merger resolution, and shall make an announcement at least three times in the newspaper within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, and from 90 days from the date of the first announcement without notice. The company shall not merge without paying off its debts or providing corresponding guarantees. When a company is merged, the creditor's rights and debts of the parties to the merger shall be inherited by the surviving company or the newly established company after the merger.

A company merger involves a company,

Mergers definitely have more advantages than disadvantages. It is mainly obvious in terms of economies of scale. In addition, the integration of personnel will be more capable and reduce costs. There are also financial benefits. As for the disadvantages, it is how to place personnel, and how to manage the company, mainly how to build the internal management structure, and how to

in accordance with"

Changes in the civil subject, transfer of property and debt caused by the merger of the company may adversely affect the interests of the company's creditors, especially in the case of losses

Company merger proceedings

1. The board of directors proposes a merger plan or a merger plan. The Company Law grants the company's board of directors the power to draft a company merger plan.

2. The shareholders' meeting (committee) voted to pass the merger resolution. The Company Law stipulates that the merger requires special resolutions made by the shareholders' meetings (conferences) of the parties to the merger.

3 Sign merger contracts and prepare balance sheets and property lists. The parties to the merger must stipulate the form, conditions, payment methods and other rights and obligations of the parties and prepare a balance sheet and inventory of assets.

4 Implement creditor protection procedures. Implement creditor protection procedures, that is, notify the creditors by post, announcement, etc. after making the resolution of the merger, and require them to challenge the merger within the prescribed time. The Company Law provides that creditors shall be notified within 10 days from the date of the merger resolution, and shall be announced at least three times in newspapers within 30 days. Creditors have the right to require the company to settle debts or provide guarantees within 30 days from the date of receipt of the notice, and within 90 days from the date of the first announcement without notice. If the debt is not repaid and no guarantee is provided, the company may not merge.

5. The company merger shall go through corresponding registration procedures. Companies that merge with other companies shall apply to the registration authority for registration of changes after the merger of the company; the merged company shall go to the registration authority to complete the cancellation registration procedures in accordance with the law.

I. Merger of a company may be merger by absorption or newly established.

One company absorbs another company. In order to absorb the merger, the absorbed company is dissolved. Two or more companies merge to form a new company, and the merged parties are dissolved.

2. In a company merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a property inventory. The creditors shall be notified within 10 days from the date of the merger resolution, and shall be announced in the newspaper within 30 days. Creditors may request the company to settle debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, and within 45 days from the date of the announcement without notice.

3. When a company merges, the creditor's rights and debts of the parties to the merger shall be inherited by the company that survives the merger or the newly established company. ^[4]

Company merger contract

Contract No:

Party A: X Co., Ltd.

(Domicile, legal representative, telephone, fax, postal code, bank account, account name and account number)

Party B: Y Co., Ltd.

(Domicile, legal representative, telephone, fax, postal code, bank account, account name and account number)

Name of the merged company: Z Co., Ltd. (tentative name, subject to final industrial and commercial registration)

(Domicile, legal representative, telephone, fax, postal code, bank account, account name and account number)

Because Party A and Party B intend to merge and establish Z Co., Ltd., according to China's "Company Law" and other relevant laws and regulations, the following clauses have been established to jointly abide by them.

The first way to merge

X Co., Ltd. and Y Co., Ltd. were merged to establish Z Co., Ltd., and the original company was cancelled after the merger.

Article 2 Consolidation of assets and claims

1. X Co., Ltd .: total assets of 10,000 yuan, total liabilities of 10,000 yuan, net assets of 10,000 yuan;

2. Y Co., Ltd .: total assets of 10,000 yuan, total liabilities of 10,000 yuan, and net assets of 10,000 yuan.

See the financial statements of X and Y Co., Ltd. for details.

Article 3 Merged company assets

Z Co., Ltd. has a total registered capital of 10,000 yuan, of which it plans to issue 10,000 yuan of shares to the company's employees, with an amount of 10,000 yuan per share, and issuing several shares.

Article 4 Capital composition of the company after the merger

Shareholders of X Co., Ltd. hold 10,000 yuan, accounting for% of total capital;

Shares held by shareholders of Y Co., Ltd., 10,000 yuan, accounting for% of total capital;

New employee shareholders hold 10,000 yuan, accounting for% of total capital.

Article 5 Share Conversion Ratio

10,000 shares issued by the original X Co., Ltd., the old stock and the new stocks are exchanged according to the ratio; 10,000 shares issued by the original Y Co., Ltd., the old stocks and the new stock are exchanged according to the ratio: the newly issued 10,000 shares of the new company The shares were issued to employees of the company.

The conversion ratio of the shares of the two parties specified in this contract shall take effect after the shareholders' meetings of the two parties have separately resolved and agreed, until the merger is completed.

Article 6 Arrangement of employees of the company after the merger

The newly established company inherits all labor relations of X and Y Co., Ltd. and continues to perform the rights and obligations stipulated in the original labor contract, and the contract subject must be changed. (This clause basically describes the changes in the company's labor relations, including the labor relationship between the new company and the employees after the merger, the termination of the original company's labor relations with the employees, and economic compensation.)

Article 7 Articles of Association of the merged company

According to the specific situation after the merger of the company, the company's articles of association were re-established.

Article 8 Directors' affairs of the merged company

(Including selection of directors, remuneration, arrangement of personnel from various parties, etc.)

Article 9 Handover of Assets and Management of Assets Before Handover

X and Y Joint Stock Company jointly established the "Preparation Office for the Establishment of a New Merger Company", which is responsible for the merger of X and Y Joint Stock Company. The Preparatory Office completed the registration of company Z in the industrial and commercial administration department before the date. Before the date, the two parties hand over their assets, debts, and business to Company Z. Before the transfer, the two parties must exercise due care and attention to the company's assets, debts, and company business.

Article 10 Merger Procedure and Time

This contract was signed after being approved by the board of directors of both parties, and it will be effective after being decided by the shareholders' meeting of each company, and both parties will apply to the Administration for Industry and Commerce to handle the relevant merger procedures in accordance with the provisions of this contract.

The time for the parties to the merger to approve the contract at the general meeting of shareholders shall be before the date.

After the approval of the shareholders' general meeting, the parties A and B shall prepare the balance sheet, inventory of assets and liabilities, etc., as of the date, and notify the respective debtors; notify each creditor and make an announcement.

The merger of Company X and Company Y is date.

Article 11 Other matters not covered in this merger contract shall be handled in accordance with the relevant laws and regulations, and those not stipulated shall be handled by the board of directors of both parties through consultation.

Article 12 The original of this contract is made in duplicate, each party holds one copy.

Party A: Company X: (seal) Party B: Company Y (seal)

Representative: (Signature) Representative: (Signature)

Date