Company Separation Procedure 5, Company Separation Procedure

Article 173 of the Company Law: A merger of companies may take the form of a merger by absorption 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 to create a new company is a new merger, and the parties to the merger are dissolved.

Article 174 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 175 When a company is merged, 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 176 When a company is divided, its property shall be divided accordingly.

In the case of a company division, a balance sheet and a list of assets shall be prepared. The company shall notify the creditors within 10 days from the date of making the resolution on the division, and make an announcement in the newspaper within 30 days.

Article 177 The debts of the company before the division shall be jointly and severally liable by the company after the division. However, unless otherwise agreed in the written agreement between the company and the creditor on the repayment of debts before the division.

Article 178 When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.

The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, 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 has not received the notice, the creditor has the right to require the company to repay the debts or provide corresponding guarantees.

The registered capital of the company after capital reduction shall not be lower than the statutory minimum limit.

Article 179 When a limited liability company increases its registered capital, the capital contribution of the shareholders subscribing to the new capital shall be implemented in accordance with the relevant provisions of this Law on the payment of capital contributions for the establishment of a limited liability company.

When the shares are issued to increase the registered capital, the shareholders subscribe for the new shares, and the relevant provisions of the payment of shares are implemented in accordance with the relevant provisions of this law.

Article 180 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; If the company is dissolved, it shall go through the deregistration of the company in accordance with the law; If a new company is established, the company establishment registration shall be completed in accordance with the law.

If a company increases or decreases its registered capital, it shall apply to the company registration authority for change registration in accordance with the law.

It mainly depends on what type of enterprise your enterprise is, if it is similar to a real estate enterprise, there are restricted business categories, you should go to the Commission of Commerce, ***, industrial and commercial bureau, etc. If it is a general type of enterprise, you can go directly to the industrial and commercial bureau.

If your company is foreign or domestic, please explain it in detail and ask again. Thank you.

Legal analysis: 1. The board of directors of the company shall draw up the company's division plan and draft the relevant agreements at the same time. The contents of the Spin-off Plan include the reasons and purposes of the split, the status of the company after the split, the articles of association of the company after the spin-off and other related issues, especially the handling of the division of property and debts.

2. The company's shareholders' meeting approved the division plan. After the board of directors of the company formulates the plan, it must be approved by the company's shareholders' meeting.

Legal basis: "The People's Republic of China Public Eggplant Quarrel Justice".

Article 44 The merger or division of a limited liability company by the shareholders' meeting shall be approved by the shareholders representing more than two-thirds of the voting rights.

Article 104 The resolution of the general meeting of shareholders of a joint-stock limited liability company to merge or divide the company shall be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting.

Legal analysis: The procedures for the division of the company are: 1. The board of directors of the company formulates the plan for the division of the company.

2. The resolution of the company's shareholders' meeting on the division plan. 3. The board of directors prepares the company's financial and Yuanqin property documents. 4. Approval by the competent authority.

5. Perform the procedures for creditor protection.

Legal basis: Article 176 of the Company Law of the People's Republic of China A company shall be divided accordingly. In the case of a company division, a balance sheet and a list of assets shall be prepared.

The company shall notify the creditors within 10 days from the date of making the resolution on the division, and make a public announcement in the newspaper within 30 days.