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) provide guarantee and 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. To become a shareholder of the Company and reorganize the board of directors and managers of the Company through the transfer of equity. 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 informed creditor If the creditor does not agree to the transfer of the company, he can ask the company to pay off the debt in advance. After the company transfers, the original debts of the company shall be borne by the transferred company.

1. Article 44 of the General Principles of the Civil Law of the People's Republic of China stipulates: "When an enterprise as a legal person divides, merges or changes other important matters, it shall register with the registration authority and announce them. When an enterprise as a legal person divides or merges, its rights and obligations shall be enjoyed and borne by the changed legal person." However, according to the provisions of the General Principles of the Civil Law, If the enterprise has debts, it shall first notify the creditors and seek their consent. If the creditors do not agree, they shall 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 go through the enterprise change registration procedures with the industrial and commercial registration authority. The creditor shall take the transferee as the defendant and require 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 it is the transfer of the company's 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 the completion of the transfer, the company can easily solve other problems. Generally, the company will be responsible for relevant operations through professional legal personnel. You can consult the law chart for more relevant knowledge Ping Dingshan Lawyer 。