2022 Intermediate Accounting Examination registration time has ended. Friends who take the exam this year should speed up the preparation. The senior sister has recently compiled many common high-frequency test points. Remember to check in and study!
Company merger and division
(I)Company merger
1. Company merger is the act of more than two companies becoming one company in accordance with the statutory procedures.
2. The form of company merger
(1) Absorption merger (A+B+…→A): refers to a company that absorbs other companies to join the company and the absorbed company is dissolved.
(2) New establishment merger (A+B+…→C): refers to the merger of two or more companies to establish a new company, and the merging parties are dissolved.
3. Procedures for the merger of the company
(1) Sign a merger agreement;
(2) Prepare balance sheet and property list;
(3) Make a merger resolution
① Co., Ltd.: approved by shareholders representing more than 2/3 of the voting rights.
② Co., Ltd.: More than 2/3 of the voting rights held by shareholders attending the meeting.
③State-owned sole proprietorship: The state-owned assets supervision and administration agency shall be decided by the state-owned assets supervision and administration agency. The merger of important state-owned sole proprietorship shall be reviewed by the state-owned assets supervision and administration agency and submitted to the people's government at the same level for approval.
(4) Notify creditors
① The company shall notify creditors within 10 days from the date of making the merger resolution and announce it in the newspaper within 30 days.
② Creditors may request the company to repay the debt or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if they have not received the notice.
(5) Register in accordance with the law
4. Assuming debts
When a company merges, the claims and debts of the merging parties shall be inherited by the surviving company after the merger or the newly established company.
(II) Company division
1. Company division is a company divided into more than two companies according to law.
2. The form of company division
(1) Derivative division (A→A+B+…): refers to the company establishing another new company with part of its property and business, and the original company continues to exist.
(2) New division (C→A+B+…): refers to the company establishing more than two new companies with its entire property, and the original company is dissolved.
3. The procedure for the separation of a company is basically the same as the procedure for the merger of a company:
(1) sign a division agreement;
(2) prepare balance sheet and property list;
(3) make a separation resolution;
(4) notify creditors;
(5) register in accordance with the law.
4. The debts that are assumed
The company after separation shall bear joint and several liability for the debts before the separation. However, this does not apply to any written agreement reached between the company and its creditors regarding debt repayment before the separation.
The company increases capital and reduces capital
1. The company's capital reduction procedure
(1) The shareholders' meeting makes a special resolution and modify the company's articles of association accordingly.
① Co., Ltd.: approved by shareholders representing more than 2/3 of the voting rights.
② Co., Ltd.: More than 2/3 of the voting rights held by shareholders attending the meeting.
③State-owned sole proprietorship: The state-owned assets supervision and administration agency decides. The capital reduction of important state-owned sole proprietorship companies shall be reviewed by the state-owned assets supervision and administration agency and submitted to the people's government at the same level for approval.
(2) The company must prepare a balance sheet and a property list.
(3) Notice and Announce Creditors:
① Notify creditors within 10 days from the date of making the resolution to reduce registered capital, and announce it in the newspaper within 30 days.
② Creditors have the right to request the company to repay the debt or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if they have not received the notice.
(4) Apply for change registration in accordance with the law (apply for change registration 45 days from the date of announcement).
2. Company capital increase
(1) Limited liability company: Shareholders subscribe to the capital contribution of new capital shall be implemented in accordance with the relevant provisions of establishing a limited liability company to pay capital contribution in accordance with the Company Law.
(2) Co., Ltd.: Shareholders subscribe to new shares and implement the relevant provisions on establishing a joint stock company to pay the share capital in accordance with the Company Law.
(3) The company shall apply for change registration to the company registration authority in accordance with the law (apply for change registration within 30 days from the date of the change resolution or decision).
