Guangzhou corporation:
email: gbd33@163.com
The hotline (16) :
+86 20 61133120
020 6113 3120
020 3829 5993 (fax)
Comprehensive business department:
Telephone:
Susan: 13688873611 (guangzhou)
Peter: 18823089448 (jiangmen)
Anne: 13923362011 (zhuhai)
Article 174 As for a corporate merger, both parties to the merger shall conclude an agreement with each other and formulate balance sheets and checklists of properties. The companies involved shall, within ten days as of making the decision of merger, notify the creditors, and shall make a public announcement on a newspaper within 30 days. The creditors may, within 30 days as of the receipt of the notice or within 45 days as of the issuance of the public announcement if it fails to receive a notice, require the company to clear off its debts or to provide corresponding guarantees.
Article 175 In the case of a merger, the credits and debts of the companies involved shall be succeeded by the company that survives the merger or by the newly established company.
Article 176 As for the division of a company, the properties thereof shall be divided accordingly, and balance sheets and checklists of properties shall be worked out. The company shall, within 10 days as of the day when the decision of division is made, notice the creditors and shall make a public announcement on a newspaper within 30 days.
Article 177 The post-division companies shall bear joint liabilities for the debts of the former company before it is divided, unless it is otherwise prescribed by the company and the creditors before the division with regard to the clearance of debts in written agreement.
Article 178 Where a company finds it necessary to reduce its registered capital, it must work out balance sheets and checklists of properties.
The company shall, within ten days as of the day when the decision of reducing registered capital, notify the creditors and make a public announcement on a newspaper within 30 days. The creditors shall, within 30 days as of the receipt of a notice or within 45 days as of the issuance of the public announcement if it fails to receive a notice, be entitled to require the company to clear off its debts or to provide corresponding guarantees. The registered capital of the company after reducing its registered capital shall not be any lower than the minimum amount prescribed for by law.
Article 179 Where a limited liability company increases its registered capital, the capital contributions of the shareholders for the increased amount shall be subject to the relevant provisions of this Law regarding the capital contributions for the incorporation of a limited liability company. Where a joint stock limited company issues new shares for increasing its registered capital, the subscription for new shares by shareholders shall be subject to the relevant provisions of this Law regarding the payment of share money for the incorporation of a joint stock limited company.
Article 180 Where any of the registered items is changed during the process of merger or division of a company, the company shall go through modification registration with the company registration authority. If it is dissolved, it shall be deregistered according to law. If any new company is established, it shall go through the procedures for company incorporation according to law.
In the case of increasing or reducing its registered capital, a company shall go through the modification registration with the company registration authority according to laws.
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