How to do enterprise merger and reorganization?

The procedures for enterprise merger and reorganization are as follows:

1. The boards of directors of both parties respectively passed relevant merger and acquisition agreements.

The contents of these resolutions should include:

(1) name of the merged company;

(2) The terms and conditions of the merger;

(3) The method and basis for converting the shares of each company into shares, debts or other securities of the surviving company or other companies, and converting all or part of them into cash or other assets;

(4) Revision and explanation of the articles of association that survive the merger;

(5) Other terms necessary or appropriate for the merger.

Regarding the new (merger) resolution, it must be stated that:

(1) The name of the company to be merged and the name of the company to be jointly established, that is, the name of the newly established company;

(2) Common terms and conditions;

(3) The way and basis for converting the shares of each company into shares, debts or other political power of the newly established company, and converting them into cash or other property in whole or in part;

(4) For a newly established company, the articles of association of the company established in accordance with this Law must contain all the contents;

(5) Other provisions deemed necessary or appropriate for the proposed alliance.

2. The resolutions adopted by the board of directors shall be submitted to the shareholders' meeting for discussion and passed by the shareholders' meeting.

Generally speaking, the company law of the United States stipulates that the resolution should be passed after obtaining the affirmative vote of most voting shareholders. German company law stipulates that the merger resolution of a joint stock limited company requires a majority of 75% of all shareholders with voting rights to be effective.

3. The parties to the merger sign the merger contract.

The merger contract must also be approved by the board of directors and shareholders' meeting of all parties. A merger and acquisition contract shall include the following contents:

(1) Renew the company to increase the number and types of shares;

(2) Updating the company's regulations on distributing new shares to shareholders of the merged company;

(3) The amount of capital that the company should increase and the matters of accumulation fund;

(4) Updating the terms of cash payment by the company to the shareholders of the merged company;

(5) The date when the parties to the merger convene a general meeting of shareholders to approve the contract;

For a newly established company, the contract shall include the following contents:

(1) Type and quantity of shares issued by the newly established company;

(2) The headquarters of the newly established company;

(3) Provisions on the distribution of shares or cash by the newly established company to the shareholders of the merged company;

(four) the amount of capital and provident fund of the newly established company and its regulations;

(5) The time when the merged company convened the shareholders' meeting to approve the company and the specific time of merger.

4. register with the government department within the prescribed time limit.

After the above resolution is passed, the surviving company shall register for change, the newly established company shall register, and the dissolved company shall register for dissolution. Only after these registrations are made by the relevant government departments will the merger come into effect. Once the merger is registered, all assets and liabilities of the company dissolved due to the merger contract shall be borne by the surviving company or the newly established company.