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Anonymous users2024-02-07The announcement of the merger generally only needs to be published for one day.
Merger by absorption is a form of business merger, that is, a merger of enterprises, in which an enterprise entity accepts one or more enterprises to join the company, the joining party dissolves and cancels the original legal personality, and the accepting party survives.
4.Submit the contents of the report in accordance with the format for publication.
An announcement of merger by absorption refers to the merger of two or more enterprises into one company. As a result of a merger, the acquiree acquires the assets and liabilities of one or more other enterprises by paying cash, issuing ** or other considerations, and retains its legal personality, while the other business or enterprises lose their independent legal personality after the merger. For example, if Company A and Company B, which were originally independent legal entities, merge, and Company A absorbs Company B, Company B loses its legal personality and becomes an integral part of Company A, legally speaking, Company A + Company B = Company A.
It can be expedited.
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Anonymous users2024-02-06According to the provisions of Article 4, Item 4 of the Notice of the Ministry of Finance and the State Administration of Taxation on Several Issues Concerning the Treatment of Enterprise Income Tax in Enterprise Restructuring Business (Cai Shui [2009] No. 59, hereinafter referred to as the "Notice"), in the general restructuring of an enterprise, the losses of the merged enterprise shall not be carried forward to make up for the losses of the merged enterprise. However, Article 5 of the Circular stipulates that if the following conditions are met at the same time for the reorganization of an enterprise, the special tax treatment provisions shall apply:
1) Have a reasonable commercial purpose, and do not have the main purpose of reducing, exempting or deferring the payment of taxes.
2) The proportion of assets or equity of the part to be acquired, merged or divided conforms to the proportion specified in this notice.
3) The original substantive operation of the restructured assets shall not be changed within 12 consecutive months after the reorganization of the enterprise.
4) The amount of equity payment involved in the consideration of the restructuring transaction shall conform to the proportion specified in this notice.
5) The original major shareholders who have obtained equity payments in the reorganization of the enterprise shall not transfer the equity acquired within 12 consecutive months after the reorganization. At the same time, Item 4 of Article 6 of the Circular stipulates that the special tax treatment of business combinations is as follows: in the case of business combinations, the amount of equity payments obtained by the shareholders of the enterprise at the time of the business combination shall not be less than 85% of the total amount of their transaction payments, and the business combination under the same control and does not require the payment of consideration may be handled according to the following provisions:
1. The tax basis of the assets and liabilities of the merged enterprise shall be determined by the original tax basis of the merged enterprise that has been deferred.
2. The relevant income tax matters before the merger of the merged enterprise shall be inherited by the merged enterprise.
3. The limit of the loss of the merged enterprise that can be made up by the merged enterprise = the fair value of the net assets of the merged enterprise The interest rate of the treasury bonds with the longest maturity issued by the state as of the end of the year in which the merged business takes place.
4. The tax basis of the equity of the merged enterprise obtained by the shareholders of the merged enterprise shall be determined by the tax basis of the equity of the merged enterprise originally held. According to the above provisions, if your company merges with another enterprise and meets the above conditions, and the amount of equity payment obtained at the time of merging another enterprise is not less than 85% of the total transaction payment, the special reorganization tax treatment can be applied, and the loss of the merged enterprise can be made up by your company, and the limit of the loss of the merged enterprise is the fair value of the net assets of the merged enterprise and the interest rate of the longest term treasury bonds issued by the state as of the end of the year in which the merged business occurs.
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Anonymous users2024-02-05Legal analysis: company absorption merger: It is a form of corporate merger, that is, company merger, a company entity accepts one or more companies to join the company, and the joining party dissolves the quarrel and cancels the original legal personality, and the accepting party survives.
Different from the merger of a new company, a new merger of a company 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 personality is cancelled.
Legal basis: Article 13 of the Company Law of the People's Republic of China The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the articles of association of the company, and shall be registered in accordance with the law. If the legal representative of a public collision or division is changed, the change registration shall be handled.
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Anonymous users2024-02-04Legal analysis: company absorption merger: It is a form of corporate merger, that is, company merger, in which a company entity accepts one or more companies to join the company, the joining party dissolves and cancels the original legal personality, and the accepting party survives.
Different from the merger of a new company, a new merger of a company 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 personality is cancelled.
Legal basis: Company Law of the People's Republic of China Article 13 The legal representative of the company shall, in accordance with the provisions of the articles of association, be supervised by the chairman, executive director or manager, and shall be registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed.
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Anonymous users2024-02-03Legal basis: Company Law of the People's Republic of China
Article 182 A resolution shall be made by the shareholders' meeting of the company on a merger or division of a company.
Article 183 The merger or division of shares must be approved by the authorized department or the provincial people.
Article 184 A merger of a company may take two forms: merger by absorption and 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.
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 financial assets. The company shall notify the creditors within 10 days from the date of the merger resolution, and make an announcement in the newspaper at least three times within 30 days. Within 30 days from the date of receipt of the notice, and within 90 days from the date of the first announcement if the creditor has not received the notice, the creditor has the right to require the company to pay off the debts or provide corresponding guarantees.
If the company fails to pay off its debts or does not provide corresponding guarantees, the company shall not be merged. 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.
Article 188 In the event of a merger or division of a company, and there is a change in the registration particulars, the company shall go through the change registration with the company registration authority in accordance with the law.
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