1 the company intends to merge to the original examination and approval authority for mergers and dissolution of the application.
2 the original approval authorities to be merged and dissolution of the company to approve or disapprove of the company is dissolved. * note 1
3 applicants to the examination and approval authorities put forward about the merger of companies. * note 2
4 authority for examination and approval in written form within 45 days whether to agree to the preliminary mergers. * note 3,
5 the company intends to merge the examination and approval authorities agreed to preliminary mergers, 10 the date of approval issued notice, and creditors within 30 days from the inner at or above the provincial level shall make a public announcement on a newspaper. The company shall, at the notice of existing in the announcement and that of the debts of the corporation.
[6] creditors of the receipt of a notice or within 30 days from the date of receiving the notice, since the date of the public announcement 45 days, can require the company to clear off its debts or to provide corresponding guarantees. The date of the public announcement, the creditor after 45 without objection to the examination and approval authority, the applicant for a formal reply.
In the meantime the examination and approval authorities within 30 days after receiving the application to decide whether the merger.
The applicant should mergers, 8) from the examination and approval authorities for approval within 30 days from the date of merger, merger and dissolution, surviving or new company, the examination and approval authorities for cancellation, alteration or receiving the certificate of approval for foreign-funded enterprises. Note 4 *
9) shall be revoked, the company changed or receiving the certificate of approval for foreign-funded enterprises within 30 days from the date of registration authority, to establish, change or cancellation relevant formalities of registration. In the company registration shall handle the registration of modification and cancellation after completion. Note 4 *
Connectivity survives the merger or newly established company shall change or a business license within 30 days from the date of dissolution, to the company merger and the creditors and debtors, a change of debtor and creditor notice in the country and issue a public announcement on a newspaper at or above the provincial level.
Study survives the merger or newly established company shall re-new or a business license within 30 days from the date of taxation and customs, to land management, and foreign exchange administration and other relevant authorities to deal with relevant formalities of registration. Companies and Chinese domestic-funded enterprises merge, surviving or newly established company, still should according to the relevant provisions of the foreign investment enterprises, taxation, customs, land management and foreign exchange management authority, deal with relevant formalities of examination.
(2) required to provide the material
1 applicant to apply for examination and approval organs should submit the following documents preliminary approval:
1 the company legal representative signed on the application and the company merger agreement.
2 the company supreme authority regarding company merger resolutions,
3 the company contract, articles of association,
4 the company's approval certificate and the photocopy of the business license, Companies and Chinese domestic-funded enterprises merge, the applicant shall also submit to the examination and approval authorities to merge the Chinese domestic-funded enterprises have invested the photocopy of the business license of the enterprise.
[5] by the China legal capital verification institution for capital verification report issued by the company,
The company's authorized balance sheets and checklists of properties,
In the meantime the company the audit report,
8) companies list of creditors,
9) after the merger agreement, contract and articles of association of the company,
Connectivity of the merged company supreme authority members,
Study the examination and approval authorities and other documents required.
2 the applicant to apply for examination and approval organs should submit the following documents official reply:
1 the company legal representative of the company has signed a formal reply about merger of application,
(2) company in a newspaper announcement; mergers,
3 the company inform its creditors proof,
4 the company with relevant creditor's rights and debts of the situation that,
5 the examination and approval authorities and other documents required.
Description: above may submit photocopy of except indicated as the original, other
3 company merger agreement shall include the following contents:
Parties to the merger agreement (1) the name, domicile, legal representative,
2 the combined company name, domicile, legal representative,
3 after the merger of total investment and registered capital,
Combined form; (4)
Parties to the merger agreement [5] the creditor's rights and liabilities of the scheme,
The authorized employees placed,
In the meantime responsibility of breach of contract;
8) dispute resolution:
9) signing date, place,
Parties to the merger agreement connectivity provisions of other matters that need.