What are the ways of clearing up the company's transferred creditor's rights and debts?

The company has to deal with other companies in daily operation Creditor's rights and debts According to the regulations, the company can transfer these creditor's rights and debts to a third party, then Company Transfer How many ways are there to clear up creditor's rights and debts? What are the precautions? Nomogram Xiao Bian sorted out relevant information legal knowledge Let's take a look.

1、 How to deal with the creditor's rights and debts after the transfer of the company?

1. Due diligence, agreement, transferor's contingency debt (Implicit debt) provision ensure 、 guarantee

2. Conduct asset evaluation and pay attention to off balance sheet factors. Pay particular attention to the possibility of contingent liabilities

3. The creditor's rights and debts can be agreed by agreement. If there is no agreement, they will be transferred together

4. By assignment stock right , become a shareholder of the company, reorganize the company director Meeting with managers. Under this mode, the transaction subject is the shareholder of a limited company, and certainly not inherit The creditor's rights and debts of the transferor, but the company's debts are still borne by the company.

5. Purchase the company's core assets. In an ordinary asset purchase and sale agreement, the main body of the transaction is the company. As long as the core assets (such as production lines, equipment, plants, etc.) you purchased are listed in the purchase and sale agreement, the transferee will not inherit the creditor's rights and debts of the transferor.

2、 Who will bear the debts after the transfer of the company?

Chinese companies can transfer their debts after they meet the conditions and go through the relevant procedures, but who should bear the company's debts after they are transferred according to law? At this time, the company needs to be notified creditor , if the creditor does not agree to the company's transfer, he can ask the company to advance Discharge debts . After the company transfers, the original debts of the company shall be borne by the transferred company.

1. The People's Republic of China civil law Article 44 of the General Principles stipulates that:“ Enterprise legal person Division, merger or other important changes shall be reported to registration authority Registration and announcement. When an enterprise as a legal person is divided or merged, its rights and duties Changed by legal person Enjoy and bear. ”However, according to the provisions of the General Principles of the Civil Law, if the enterprise has debts, it should first notify the creditor and seek the consent of the creditor. If the creditor does not agree, it should obligor The transfer can be made only after the guarantee is provided, otherwise the transfer is invalid for the creditor.

2. If the assets, creditor's rights and debts of the enterprise are all purchased by the transferee when the enterprise is transferred, and the transferor and transferee are in the enterprise Assignment contract It is clearly agreed that the transferee shall bear all the creditor's rights and debts, and Industrial and commercial registration When the authority has gone through the formalities of enterprise change registration, the creditor shall take the transferee as the defendant and request it to Debt assumption Responsibility.

3. If the transferee has purchased all the assets of the original enterprise, and in the actual operation of the transferee, it is found that the transferor has omitted the debts in the entrusted audit and evaluation or has not cleared up the debts thoroughly, and the transferee has actually received the transferor's property, but has not gone through the enterprise change registration with the industrial and commercial department, the creditor can take the original enterprise and the transferee as co defendants.

4. If yes Company equity In general, no matter how the company changes, it does not change as a civil subject, and it needs to bear the responsibility independently. The new company is only the change of the original company, and it needs to bear its debts when necessary. But usually Equity transfer The Company will investigate the debt situation and agree on the assumption of debt accordingly. The equity transfer will be based on net assets, otherwise the original shareholders will guarantee the undisclosed debt.

To sum up, the liquidation of creditor's rights and debts is very important and complex in company transfer, because creditor's rights and debts sometimes involve multiple companies. only Liquidation of the Company's transferred creditor's rights and debts After completion, other issues related to the company's transfer can be easily resolved. Generally, the company will be responsible for relevant operations through professional legal personnel. For more relevant knowledge, you can consult Pingdingshan Lawyer.