Sirius and XM merge

Hehe, I'll answer.

One time. For business combinations under the same control:

1. Individual financial statements of Company A.

Borrow: Disposal of fixed assets.

Borrow: Focus on long-term equity investment.

Accumulated depreciation. Goods; Fixed asset.

Credit: Disposal of fixed assets.

Intangible asset. Capital reserve.

2. Companies A and B on the merger date do not need to make adjustment entries.

3. Offsetting entries on the date of consolidation. Borrow: share capital.

Capital reserve. Surplus reserve.

Undistributed profits.

Credit: Long-term equity investment.

For business combinations not under common control: (I don't know what is the fair value of fixed assets and intangible assets on the date of consolidation?) Is it equal to its book value I didn't say clearly, I took it as).

1. Individual financial statements of Company A.

Borrow: Disposal of fixed assets.

Borrow: Long-term equity investment.

Accumulated depreciation. Goods; Fixed asset.

Credit: Disposal of fixed assets.

Intangible asset. 2. On the date of consolidation, the fair transfer value of fixed assets and intangible assets is not known, so the adjustment entries are not available. If the fair value happens to be the same as the book price, there is no need to adjust it.

3. Offsetting entries: borrow: share capital.

Capital reserve. Surplus reserve.

Undistributed profits.

Credit: Long-term equity investment.

Surplus reserve. Undistributed profits.

To explain how 1200 and 150 came about, the difference between the merger cost and the fair value share of the other party's identifiable net assets is on the credit side, which was originally included in the "non-operating income", but because it is not under the same control, the consolidated income statement is not compiled, so it is accounted for through retained earnings.

Merger by absorption Merger means that after a company absorbs other companies, the absorbed company is dissolved, and the surviving company after the merger shall go through the change registration, and the dissolved company shall go through the cancellation registration. 1. The following documents and certificates shall be submitted for the surviving company to change the registration after the merger: (1) Application for Company Change Registration signed by the legal representative of the company; 2) Power of Attorney for Enterprise (Company) Application for Registration; 3) The merger agreement signed by the parties to the merger and the resolution of the shareholders' meeting of the merging parties agreeing to the merger (mainly indicating which companies will be merged and the main contents of the merger); 4) Proof of the company's publication of the merger announcement in a newspaper; (5) An explanation of the debt settlement or debt guarantee made by the respective company; (6) The resolution of the new shareholders' meeting of the company (mainly stating the total share capital of the merged company and its share capital composition, whether there is any change in the company's leadership team, amendment to the articles of association, and other matters that need to be changed); 7) Amendments to the Articles of Association (mainly listing the Comparison Table of Changes in the Articles of Association) or a new Articles of Association; (8) Capital verification report; (9) The legal personality certificate of the new shareholder or the identity certificate of the natural person; (10) List of Shareholders (Promoters) of the Company; 11) Registration Form of Legal Representative of Company (Enterprise); 12) "Members of the Board of Directors, Members of the Board of Supervisors, and Managers of the Company"; 13) Copies of ID cards of directors, supervisors and managers of the company; (14) A copy of the business license of the company to be dissolved after the merger, and a copy of the company's business license; (15) A copy of the articles of association of the company shall be stamped with the official seal.

2. The following documents and certificates shall be submitted for the cancellation of registration of the dissolved company after the merger: (1) Application for cancellation of registration of the company signed by the legal representative of the company; 2) Power of Attorney for Enterprise (Company) Application for Registration; 3) the merger agreement signed by the parties to the merger; (4) Resolution of the shareholders' meeting of the surviving company agreeing to the merger; (5) The resolution of the shareholders' meeting of the company agreeing to the merger and cancellation; (6) Proof of the company's publication of the merger announcement in a newspaper; (7) A description of the company's debt settlement or debt guarantee; (8) Original and copy of the company's business license; (9) Other documents that shall be submitted in accordance with laws and administrative regulations.

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.

First the merger of Mercedes-Benz and Daimler, and then the merger of Daimler and Chrysler.

Mercedes-Benz has been a subsidiary of Daimler AG since 1926, and in the 90s of the 20th century, Daimler merged with Chrysler.

My understanding is that Company A still exists, but the shareholders of Company B are changed to A, so that Company B will still exist, and there will be no land issue at all.

It is good to merge, you can learn from each other's strengths, and ask a lawyer to notarize their respective funds and assets before the merger.

It's a perfect fit! Men and women match, don't get tired of work! It's a matter of course.

Corporate merger refers to the legal act of two or more companies entering into a merger agreement and directly merging into one company without going through liquidation procedures in accordance with the provisions of the Company Law. A merger may take the form of an absorption merger, an absorption merger or a new merger. 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 and the establishment of a new company is a new merger, and the parties to the merger are dissolved. Among them, absorption merger is the most common type of merger. There are three main elements of a company:

The company's assets, the company's equity, and the company's personality. The elimination of the company is ultimately manifested as the elimination of the personality of the company, and before the elimination of the personality of the company, the assets of the absorbing company can be transferred to the absorbing company, or the equity of the absorbed company can be transferred to the absorbing company, and regardless of the transfer of assets or equity, the consideration that the absorbing company can pay is generally cash or company shares, so that logically, it can be divided into two types of four ways of absorption and merger.

1) Assets are transferred first1, the absorption company purchases all the assets of the absorbed company in cash, including all rights and obligations (claims and debts), the absorbed company loses all the original assets, and only owns the cash paid by the absorbing company, the absorbed company is dissolved, because the creditor's rights and debts have been fully transferred, there is no need to liquidate, and the shareholders of the absorbed company distribute cash according to their equity, and the absorbed company is eliminated.

2. Absorb all the assets of the absorbed company with its own shares, including all rights and obligations, and the absorbed company loses all its original assets and only owns its own shares paid by the absorbing company, and the absorbed company is dissolved, because the creditor's rights and debts have been transferred in full, and there is no need to liquidate, the shareholders of the absorbed company distribute the shares of the absorbing company held by the absorbed company, and thus become the shareholders of the absorbing company, and the absorbed company is eliminated.

2) Equity transfer first 1, the absorption of the company by cash purchase of shares to purchase the shares of the shareholders of the absorbed company in cash, and become the sole shareholder of the absorbed company, and then, the dissolution of the absorbed company, all the rights and obligations of the absorbed company by the absorption company, without the need for liquidation, the absorption company is eliminated.

2. Absorb the company by purchasing shares by shares in exchange for the shares of the absorbed company held by the shareholders of the absorbed company, so that the shareholders of the absorbed company become the shareholders of the absorbing company, and the absorbing company becomes the only shareholder of the absorbed company, and then, the absorbed company is dissolved, and all the rights and obligations of the absorbed company are borne by the absorbing company, and there is no need to liquidate, and the absorbed company is eliminated.

How to merge old and new companies.