Merger by absorption of companies: It is a form of company merger, that is, company merger. A company subject accepts one or more companies to join the company. The joining party dissolves and cancels the original legal personality, and the accepting party continues to exist. Different from the merger of newly established companies, the merger of newly established companies is the merger of a company with one or more companies to form a new company, and the parties to the original merger are dissolved and the original legal person status is revoked.
The basic procedures of the Company's merger are as follows:
1. The shareholders' meeting of the company to be merged shall make merger resolutions respectively;
2. Each party to the merger shall prepare a balance sheet and an inventory of property respectively;
3. The parties sign the Merger Agreement, which shall include the following:
(1) Names, domiciles and legal representatives of the parties to the merger agreement;
(2) The name, domicile and legal representative of the merged company;
(3) Registered capital of the merged company. When a limited liability company with no relationship between investment and investee merges, the registered capital is the sum of the registered capital of both parties. If there is an investment relationship, the amount of capital contribution formed by the investment shall be verified and reduced.
(4) Consolidation form;
(5) Succession plans for the creditor's rights and debts of the parties to the merger agreement;
(6) Liability for breach of contract;
(7) The way of dispute settlement;
(8) Date and place of signing;
(9) Other matters deemed necessary by the parties to the merger agreement.
4. The creditor shall be notified within 10 days from the date of making the resolution.
5. Announce and publish in the newspaper within 30 days from the date of making the resolution.
6. Accounting processing such as account adjustment and report consolidation. 7. Verification of paid in capital after consolidated statements.
8. Apply to the registration authority for registration 45 days after the date of making the resolution. Subsidiaries apply for cancellation of registration, and group companies apply for change of registration.
