Q&A Regarding New Company Law of China (37)
Q: | Under what circumstances does a company merger not require a shareholders' decision? |
A: |
When a company merges with a company in which more than 90% of its shares are held, the merged company shall not require a resolution of the board of shareholders, but shall notify other shareholders, who shall have the right to request the company to purchase its equity or shares at a reasonable price. If the price paid for the merger of the company does not exceed 10% of the company's net assets, it may not be subject to a resolution of the board of shareholders; However, unless otherwise specified in the company's articles of association. |
Q: | What does a company merger that does not require a resolution of the board of shareholders need to do? |
A: |
If a company merges in accordance with regulations without a resolution of the board of shareholders, it shall be decided by the board of directors. |
Q: | What does the company need to do after making a merger resolution? |
A: |
The company shall notify the creditors within 10 days from the date of the merger resolution, and publish an announcement in newspapers or the National Enterprise Credit Information Publicity System within 30 days. |
Q: | How are the creditor's rights and debts of all parties inherited during a company merger? |
A: |
When a company merges, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger. |
Q: | What needs to be done for company separation? |
A: |
In the event of a company separation, a balance sheet and a list of assets should be prepared, and the assets should be divided accordingly. |