The difference between an asset acquisition and an equity acquisition.

Asset acquisition means that the acquirer purchases part or all of the assets of the target company according to its own needs, and if it acquires all the assets of the target company, the target company will go through the cancellation procedures. Equity acquisition refers to an investment behavior in which an enterprise realizes the expansion and development of the enterprise by purchasing part or all of the equity of the target company, and the acquiring enterprise assumes the rights and obligations, assets and liabilities of the target company according to the proportion of shareholding. Difference Between Acquiring Assets and Acquiring Equity:

1.The change method is different for equity acquisition, because the change of shareholders must go through the change procedures in the corresponding administrative department for industry and commerce, while the acquisition of some assets does not need to go through the industrial and commercial change procedures, if the acquired assets are immovable property, they must go to the real estate department for transfer. 2.

After the acquisition of different shares, the shareholders shall bear the corresponding proportion of debts according to the proportion of equity, and the original debts of the target company after the asset acquisition shall still be borne by them. 3.After the transfer of different taxes, the shareholders shall pay the individual income tax on the capital increase, while after the transfer of assets, the target enterprise shall pay value-added tax and business tax.

4.Among the affected third-party acquisitions of different equity, the most affected are the other shareholders of the target enterprise, while in the asset acquisition, the most influential are the persons who enjoy the rights to the assets, such as guarantors, mortgagors, trademark owners, patent holders, etc., and the transfer of assets must be subject to the consent of the relevant rights holders.

An asset acquisition is the acquisition of assets, and an equity acquisition is the acquisition of equity.

There are no absolute advantages or disadvantages in asset acquisition and equity acquisition, and the first thing to look at is the needs of buyers and sellers.

If the buyer needs the seller's assets, it is generally an asset acquisition, and if the buyer needs the seller's talent or business, it is generally an equity acquisition (for example, the acquisition of an Internet company is generally an equity acquisition, because the assets are often not the most important part of the company).

Secondly, looking at the legal obstacles in the process of realization, there may be legal obstacles to the transfer of some assets, such as mining rights and land use rights in certain areas. If the direct transfer requires all kinds of complex approvals, then if these assets are placed in a shell company, the indirect transfer can be avoided to a certain extent by transferring the equity. (For example, Beijing restricts non-residents from buying houses, but does not restrict outsiders from buying the equity of the transferred company, and if a non-Beijinger buys a company with only one room, it is equivalent to realizing the purchase of a house by outsiders).

In addition, generally speaking, the legal relationship of acquiring assets is simple, and the acquisition of equity may also involve potential problems such as concealment of liabilities and litigation.

Similarly, there may be legal obstacles to the transfer of equity in some companies (such as some state-owned shares or foreign shares), and if you want to transfer part of your business, it may be easier to do so by transferring operating assets.

The third is the tax consideration, if the substantive meaning can be achieved through the transfer of assets and the transfer of equity is the same and both are legally feasible, you can see which way can be used to pay less tax. Generally speaking, it is easier to avoid taxes through equity transfers.

To sum up, there are no absolute advantages and disadvantages of the two types of acquisitions, mainly from the perspective of the needs of both parties, legal obstacles and taxes.

Asset acquisition is to use the company's assets mainly cash to achieve the acquisition, equity acquisition does not need to use cash or use very little, more is the exchange of equity, that is, to achieve in the way of share exchange, usually less for more, the acquiree's stock price is low, the acquirer's stock price is high, is often the best time for equity acquisition.

The subject of the equity acquisition is the equity of the shareholders of the target company; The subject of the asset acquisition is the target company's own assets.

Legal Analysis:1The way to change is different.

Equity acquisition due to the change of shareholders must go through the change procedures in the corresponding administrative department for industry and commerce, while the acquisition of some assets does not need to go through the industrial and commercial change procedures, if the acquired assets are immovable property, must go to the real estate department for transfer. Of course, if all the assets of the target company are acquired, the acquired enterprise must go through the cancellation procedures with the corresponding administrative department for industry and commerce.

2.Taking on debt is different.

After the equity acquisition, the shareholders shall bear the corresponding proportion of the debts according to the equity ratio, and the original debts of the target company after the asset acquisition shall still be borne by them.

3.Taxes are different.

After the equity transfer, the shareholders will pay the individual income tax on the capital increase, and after the asset transfer, the target enterprise will pay the value-added tax and business tax.

4.The third parties affected are different.

In an equity acquisition, it is the other shareholders of the target enterprise that have the greatest impact, while in the acquisition of assets, the people who enjoy the rights to the assets, such as guarantors, mortgagors, trademark owners, patent holders, etc., have the greatest impact, and the transfer of assets must be agreed by the relevant rights holders.

Legal basis: Measures for the Administration of Financial Assets Investment Companies (for Trial Implementation) Article 23 With the approval of the banking regulatory authority, a financial assets investment company may operate some or all of the following businesses:

1) Acquire the bank's creditor's rights against the enterprise for the purpose of debt-to-equity swap, convert the creditor's rights into equity, and manage the equity;

2) Reorganizing, transferring and disposing of claims that have not been converted into shares;

3) Investing in the equity of an enterprise for the purpose of debt-to-equity swap, and the enterprise shall use all the equity investment funds to repay existing creditor's rights;

4) Raising funds from qualified investors in accordance with laws and regulations, and issuing private asset management products to support the implementation of debt-to-equity swaps;

5) Issuance of financial bonds;

6) Incorporate funds through bond repurchase, interbank lending, interbank borrowing, etc.

1. The subject and object of the two are differentThe subject of equity acquisition is the shareholder of the acquiring company and the target company, and the object is the equity of the target company. The subject of asset acquisition is the acquiring company and the target company, and the object is the assets of the target company.

2. The liabilities and risks of the two are differentUnder the equity acquisition method, the acquiring company becomes a shareholder of the target company, and the acquiring company is only liable within the scope of capital contribution, and the original debts of the target company are still borne by the target company. Since the original debts of the target company have a huge impact on the future returns of shareholders, the acquiring company must investigate the debt status of the target company before the equity acquisition, and generally the acquiring company hires professional intermediaries such as designers and lawyers to conduct due diligence on the target company, and avoid the potential debt risks of the target company in the equity transfer agreement. In the asset acquisition, after the asset acquisition, the original debts of the target company are still borne by Lingpiqi, and there is basically no contingent liability.

However, the acquisition of assets may be subject to restrictions on rights such as other property rights, so there is a certain risk of realization of other property rights for the acquiring company.

3. There is a difference between the two in terms of taxationIn equity acquisition, the taxpayer is the shareholder of the acquiring company and the target company, and has nothing to do with the target company. In addition to stamp duty, shareholders of the target company may pay corporate or personal income tax due to the transfer of shares. In an asset acquisition, the taxpayers are the acquiring company and the target company itself.

Depending on the target asset, the taxpayer needs to pay different types of taxes, the main ones are value-added tax, business tax, income tax, deed tax and stamp duty.

4. The object of acquisition and change proceduresThe object of equity acquisition is the equity of the target company, and the object of asset acquisition is the assets of the target company. Equity acquisition due to the change of shareholders must go through the industrial and commercial change procedures, asset acquisition does not need to go through the industrial and commercial change procedures, but if there is real estate in the acquired assets, it is necessary to go to the real estate department to go through the real estate transfer procedures. Differences in the consequences of the transfer of relevant licenses.

In the case of asset transfer, the transferee is usually unable to directly obtain the qualifications and licenses of the target company. In an equity acquisition, the acquirer can naturally obtain the original license of the target company.

5. Among the different equity acquisitions affected by third parties, the other shareholders of the target company are the most affected. The equity acquisition must be approved by more than half of the shareholders of the target company and the other shareholders have the right of first refusal. Foreign-invested enterprises must obtain the consent of other joint venture parties.

Therefore, the equity acquisition may be subject to the other shareholders of the target company. In the acquisition of assets, the person who has some rights to the asset has the greatest impact, such as the guarantor, mortgagee, trademark owner, patent owner, and leaseholder. For the transfer of these properties, the consent of the relevant right holder must be obtained, or the obligations to the relevant right holder must be fulfilled.

Legal analysis: Yes: asset acquisition refers to the purchaser of part or all of the assets of the target company according to its own needs, and if the target of the acquisition is all the assets of the company, the target company will go through the cancellation procedures.

Equity acquisition, on the other hand, generally refers to the expansion and development of an enterprise by purchasing all or part of the equity of another company. Article 74 of the Company Law of the People's Republic of China: In any of the following circumstances, the shareholders who vote against the resolution of the shareholders' meeting may request the company to acquire their equity in accordance with a reasonable **:

The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law.

Legal basis: Article 74 of the Company Law of the People's Republic of China stipulates that in any of the following circumstances, shareholders who vote against the resolution of the shareholders' meeting may request the company to acquire their equity in accordance with a reasonable **:

1. The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for profit distribution stipulated in this Law;

2. Merger, division or transfer of the main property of the company;

3. The business period specified in the articles of association of the company expires or other reasons for dissolution specified in the articles of association occur, and the shareholders' meeting passes a resolution to amend the articles of association to make the company survive.

The difference between an equity acquisition and an asset acquisition is: Equity acquisition is the purchase of part or all of the company's equity, becoming a shareholder of the acquired company, and enjoying shareholder rights; Asset acquisition, on the other hand, refers to the acquisition of part or all of the assets of the target company and the direct enjoyment of rights and interests in the acquired assets.

1. Can the company be acquired by major shareholders?

Majority shareholders can acquire their own companies. Major shareholders can acquire a company by purchasing the equity of other shareholders, and the shareholders of the company can transfer all or part of their equity to each other. After the transfer of equity, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and amend the records of the shareholders and their capital contributions in the articles of association and the register of shareholders accordingly.

2. How to restructure the debts of enterprise mergers and acquisitions.

M&A and debt restructuring:

1.acquisition of assets for cash;

2.acquisition of equity interests in cash;

3.acquisition of assets by equity;

4.acquisition of equity by equity;

5.Acquisition of assets with assets.

Article 142 of the Company Law prohibits the Company from acquiring shares of the Company. However, this does not apply in any of the following circumstances:

1) Reduce the registered capital of the company;

2) Merger with other companies holding shares of the Company;

3) Use the shares for employee stock ownership plans or equity incentives;

4) Shareholders request the company to acquire their shares because they disagree with the resolution on the merger and division of the company made by the shareholders' meeting;

5) The shares are used to convert the corporate bonds issued by the listed company that can be converted into **;

6) It is necessary for the listed company to maintain the value of the company and the rights and interests of shareholders.

3. Can the major shareholder of the stock **** acquire the fundraising company?

A major shareholder can acquire a company by purchasing the shares transferred by other shareholders. Shareholders may transfer all or part of their equity to each other, and there are no restrictions except as provided in the articles of association. The company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and amend the articles of association and the register of shareholders accordingly regarding the shareholders and their capital contributions.

Article 71 of the Company Law of the People's Republic of China.

The shareholders of a limited liability company may transfer all or part of their equity to each other. The transfer of equity by a shareholder to a person other than the shareholder shall be subject to the consent of more than half of the other shareholders.

Article 173.

In the case of a merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the creditor does not receive the notice, it may request the company to pay off the debts or provide corresponding guarantees.

Article 174 of the first rubber.

When a company merges, 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.