What are the ways in which companies can be merged?

1) A controlling merger refers to the acquisition of control over the merged party or the acquired party by the merging party or the purchaser in a business combination;

2) Merger by absorption, in which the merging party obtains all the net assets of the merged party in the business combination;

3) In the case of a new merger, the parties to the merger shall be cancelled after the merger of the enterprise, and a new enterprise shall be re-registered.

Legal basis] Article 43 of the Company Law stipulates that the manner of deliberation and voting procedures of the shareholders' meeting shall be stipulated by the articles of association of the company, except as provided in this Law. Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights.

The merger of a company can be divided into two forms: merger by absorption and merger by new establishment. Merger by absorption, also known as merger by subsistence, refers to a legal act of merging a company by merging one or more companies into another company. The incorporated company is dissolved and its legal personality disappears.

The company subject to the merger continues to exist and is subject to the registration of the change. A new merger is a legal act in which two or more companies merge to form a company on the premise of extinguishing their respective legal personality. As a result of the merger, the legal personality of the original company was extinguished.

The newly established company shall go through the establishment registration procedures and obtain the legal personality.

There are two types of mergers: merger by absorption and merger by new establishment.

There are two main ways to incorporate companies:

1. Establish a new enterprise on the basis of a new merger and dissolution of all enterprises;

2. Merger by absorption, where the merging party continues to exist after receiving the assets (including debts) of other enterprises and the other enterprises are dissolved.

The common method of merger that is not stipulated by law but is common in practice is a holding merger, in which the merging party or the purchaser obtains control over the merged party or the acquired party in the business combination.

1. What are the circumstances under which creditor's rights and debts are transferred at the same time?

1. Contract acceptance. That is, one of the parties to the contract transfers all the rights and obligations of the contract to a third party with the consent of the other party.

2. Business combination. A business combination involves the absorption of one business or part of it by another business or the merger of several businesses into a new business.

After the merger of enterprises, all the claims and debts of the enterprise against the third party that are extinguished by the merger shall be borne by the merging enterprise. If only a part of the enterprise is absorbed by other enterprises, the creditor-debtor relationship of the enterprise shall be handled through mutual negotiation between the surviving enterprise and the enterprise that has merged part of the enterprise.

2. What are the procedures for mergers and acquisitions of companies?

The M&A process is as follows:

1. In the preparation stage of the merger, it is very important to conduct due diligence on the target company, and the external legal environment of the merger and acquisition must first ensure the legitimacy of the merger and acquisition;

2. The implementation stage of M&A, the implementation stage of M&A consists of three links: M&A negotiation, signing of M&A contract, and performance of M&A contract;

3. M&A integration stage, the integration stage of M&A mainly includes financial integration, human resources integration, asset integration, corporate culture integration, etc.

A merger may take the form of a merger by absorption or a merger by new establishment. The absorption of another company by one company is a merger by absorption, and the absorbed company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.

3. Can the equity exchange of foreign shares be transferred?

Equity mergers and acquisitions by foreign capital can be replaced. Equity swap refers to the purpose of introducing strategic investors or partners, and does not involve a change of controlling interest, so as to achieve cross-shareholding between the company's controlling shareholder and strategic partners, so as to establish a relationship of interests. Article 172 of the Company Law provides that a merger of companies may take the form of merger by absorption or by merger.

When a company absorbs other companies for the merger of the company, the absorbed company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.

Article 172 of the Company Law of the People's Republic of China.

A merger may take the form of a merger by absorption or a merger by new establishment.

The absorption of another company by one company is a merger by absorption, and the absorbed company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.

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.