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Company Discrete Analysis

Author: LiBingXiang From: www.yourpaper.net Posted: 2007-11-19 16:44:46 Read:
In a market economy, enterprises are facing rapidly changing market environment. When the enterprise in which the market environment changes, companies must quickly respond to the size of the enterprise to adapt to changes in market conditions, the Merger and demerger of the Company will be given a great deal of mobility of the enterprise, enabling enterprises to quickly adjust according to market changes their size, thereby maintaining the business vitality, so that enterprises can continue to survive in the ever-changing market environment. There is a big difference between Western defined for discrete discrete system Western companies to discuss the status of our discrete, and then based on the theory proposed in this paper.



The Western companies discrete meanings



Western standards division of a company is a parent company to a subsidiary shares owned by the shareholders of the parent's stake in the parent company assigned to the existing shareholders of the parent, legal and organizational subsidiary separate from the operations of the parent company to form a new company and the parent company has the same shareholders and shareholding structure. Discrete process, there is no transfer options and control over third party outside of the parent company and its shareholders, because the existing shareholders of the parent company and demerged subsidiaries also maintain their rights. The subsidiary may be the original there is a subsidiary, it can be order discrete consider the temporary incorporated subsidiary. In this way, the parent company, according to the needs of the business restructuring, subsidiaries For discrete out the most efficient use. In addition to standard discrete division of a company, there are often many variations, the most important are convertible division, dissolution or separation of two types of derivative form.



The convertible for division is the parent company to its possession of the allotment of shares in the subsidiary to the parent company shareholders (but not all shareholders), to exchange their shares in the parent company. Convertible discrete differ from purely discrete. First of all, in the separation of convertible, the percentage of ownership of the two companies will change, the parent company's shareholders after the convertible can not even exercise indirect control over the subsidiary. Secondly, convertible to discrete Unlike purely discrete, as often happens, because it requires the part of the parent company's shareholders are willing to give up its interests in the parent company, investment in subsidiaries. Finally, convertible discrete actually be seen as a share repurchase, the parent company to the subsidiary of the shares to the part of the parent company shareholders to buy back shares held by the parent company, convertible after the division of reduction of share capital of the parent company in purely discrete, the parent company's share capital has not changed. Dissolution of discrete compared with purely discrete means a holding company and the transfer of control of a subsidiary to its shareholders. In the dissolution of discrete, all subsidiaries owned by the parent company demerged Therefore, the original parent company no longer exists. Addition to the management team will change after the stock split, the percentage of ownership of the parent company may also change depending on the parent to choose what kind of stock of a subsidiary to its shareholders.



Second, our law division of a company defined



China's "Company Law" states: The division of a company, its assets should be split accordingly. The division of a company, you should prepare a balance sheet and an inventory. The company shall the division resolution, within 10 days, notify the creditors within 30 days of at least three announcements in the newspaper. The creditors within 30 days from the date on which the notice is received, had not received notice of the first public announcement of the date of 90 days, the right to require the Company to repay debt or to provide corresponding guarantee. Not settle the debt or does not provide the appropriate guarantees, the company shall not be divided. The division of a company before debt borne by the company after the division in accordance with the agreement reached. In addition, the Company Law states: merger or division, registered items is changed, the company registration authority shall register the change; dissolution of the company, shall be deregistered; establish a new company, it shall be procedures for company establishment . The increase or decrease of the registered capital, the company registration authority shall register the change. It can be seen that China's "Company Law" in the division of a company is a company re-division of the assets and liabilities, a company into two separate companies. It is for the parent company, the Western standards division of a company is a subsidiary only after the implementation of the newly independent subsidiary for re-registration. This is the biggest difference between China and Western standards of corporate discrete concept. China's "Company Law" in the division of a company and the dissolution of the Western discrete very similar to all of the assets of the parent company are split into several pieces and then completely separate, the original parent discrete disappeared.



In addition, the Foreign Trade and Economic Cooperation (referred to as "the Ministry of Foreign Trade and Economic Cooperation) and the State Administration for Industry and Commerce (the" SAIC ") promulgated the" Regulations on Foreign Investment Enterprises Merger and demerger in 1999, the division of a company The contents of the detailed provisions. The term division of a company is a company in accordance with the relevant provisions of the Companies Act, by resolution of the company's highest authority is divided into two or more companies. The division of a company can take surviving separation and dissolution of the separation of the two forms. The subsisting discrete ", means that a company is separated into two or more of the Company, the Company continued to exist and the establishment of a new company. Dissolution of the division, a company is broken down into two or more companies, the dissolution of the company and the establishment of the new company more than two. After the division of the registered capital of the company, prior to the division's highest authority is determined in accordance with the relevant provisions of the enterprises with foreign investment laws, regulations and registration authority, discrete company's registered capital shall be equal to the separation of the former company's registered capital. The investors in the equity ratio after the division of the company, determined in the Articles of Association of the contract after the division of the company by investors, foreign investors equity ratio after the division of the registered capital of the company shall not be less than 25%. The discrete company in accordance with the division agreement inheritance claims and debts of the original company.



Can be found from the above provisions, these provisions of the Ministry of Foreign Trade and Economic Cooperation and the State Administration for Industry and Commerce Bureau, more transparent than those provided for by the "Company Law" and operability. Unfortunately, this provision only for foreign-invested enterprises, the majority of domestic enterprises are not binding. However, these provisions for the future introduction of specific regulations specification discrete laid a good foundation.



Third, the operation of enterprises in China discrete purpose and the status quo



From the division of a company in China's current situation, the purpose of the majority of our business operations division of a company is not in order to reduce the scale of operations, but in order to raise more funds to expand the scale of operation, that financial gain is the main purpose of our enterprise operating division of a company. For example, an effective low-issued less than state-owned enterprises listing requirements, can separate out the first part of high-quality assets from the former state-owned enterprises, the establishment of a better efficiency of the former state-owned enterprises control the new company, and then the name of the new company Issue stock to raise funds so that the demerged company and converted into a public company limited. In a new limited liability company established in the original position of absolute control, it can rely on the strength of its shares held by manipulation of listed companies or listed companies to raise the funds for themselves the name of the borrower, in order to achieve the so-called listed financing; or guarantee the debt of the parent company by listed companies to obtain huge loans from the bank; or through internal related party transactions, the sale would otherwise illiquid assets to the control of listed companies, in order to achieve the realization of the assets. This form of division of a company is also known as discrete holdings, the most common in our country is the restructuring of state-owned enterprises listed.



In fact, the purpose of evading debts and avoid the tax burden for the purpose of holding discrete everywhere in our country. Some enterprises, in order to avoid debt, often by holding discrete way up a new company, and then use various means to gradually separate out transfer of the assets of the company, until after the completion of the transfer of assets to declare the company bankrupt; or the use of sub- The company guarantees the debt of the parent company until the parent after the transfer of assets from a subsidiary jointly and severally liable.
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