The merger of companies refers to the merger of two or more companies into a single company through the conclusion of a contract and in accordance with legal procedures. Merger between companies can strengthen the competitive ability of the original company, expand the scale of production and operation, and promote the development of socialized mass production.
The merger of companies can only be reached by at least two companies. There is a difference between the types of companies, so the company law on the merger of companies, in the types of restrictions on the question of whether or not, there are two attitudes in legislation and doctrine;
1) non-restriction of the types of companies. That is, not only the same type of company, such as limited liability companies and limited liability companies can be merged; different types of companies, such as limited liability companies and limited liability companies can also be merged.
②The type of company restriction. Most of the national legislation to take this attitude, there are two different practices;
One, the restriction of the type of company before the merger, that is, limited liability company or limited liability company of the same kind of mutual merger;
The second, the restriction of the type of company after the merger, that is, all kinds of companies can be merged with each other, but the merger of the company, if a party or both of them for the limited liability company, then after the merger The surviving company or the new company created as a result of the merger must be a company limited by shares in order to be valid. The Company Law does not specify whether there is a limitation on the type of merger, but the Company Law provides for mergers and divisions of companies in a special chapter, unlike the original "Opinions on the Regulation of Joint-Stock Companies" and the "Opinions on Limited Liability Companies", which provide for this respectively, and it can be seen that China's company law adopts a non-restriction on the type of company.
The separation of a company means that a company is separated and established into two or more companies in accordance with legal procedures. The separation of the company is mainly carried out in two ways:
①The company separates part of its property or business to set up a new company or companies, the original company continues to exist, that is, the derivation of the separation.
② company all of its property in two or more new companies, the original company's property in accordance with the nature, purpose, scope of business of each new company to be redistributed, the original company is dissolved, that is, the new separation.
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