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Business Mergers

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Definition of business merger

Business merger is the process by which two or more companies cease to exist to form a new company, inheriting all the legal rights and obligations of the merged companies. According to Article 194 of the 2020 Enterprise Law, merger is one of the main forms of business restructuring.

Business merger process

Registering new businesses and dissolving old companies.

Submit applications for new business registration and notify the dissolution of merged companies.

Prepare a merger plan.

Develop a detailed merger plan, including the merger methods, conditions, and procedures.

Through the merger resolution

The Board of Directors, Board of Members, or General Meeting of Shareholders of the participating companies shall pass a resolution on the merger.

Signing of the merger agreement

The parties involved signed a merger agreement, which fully stipulated all legally required provisions.

Registering new businesses and dissolving old companies.

Submit the new business registration documents and notify the dissolution of the merged companies to complete the legal procedures.

Business consolidation documents

Documents required:

  • Business merger agreement.

  • Resolution or decision of the companies participating in the merger.

  • Articles of incorporation.

  • Application form for new business registration.

  • A list of members or shareholders of the new company.

  • Other documents as required by law.

Documents required:

  • Information about the merged companies.

  • Methods and conditions for merger.

  • Labor utilization plan.

  • Timeline for the merger.

  • Draft articles of incorporation for the merged company.

  • Rights and obligations of the merged company.

Distinguishing between merger and acquisition

Criteria Business merger Business mergers
Legal entity Create a completely new legal entity. Without creating a new legal entity, the acquiring company continues to exist.
Trademark Often creates new brands. They usually retain the brand of the acquiring company.
Procedure The procedure is more complicated and requires new registration. The procedure is simpler, just register the change.

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