企业吸收合并具体措施说明？英文双语对照

一、国有企业吸收合并程序

　　1、参与合并的国有企业在合并前各自按规定向政府主管部门提出书面报告，并报主管财政机关备案，其中涉及有关财务事项的，需报主管财政机关审批。

　　2、合并的报告经批准后，通过产权交易市场或直接谈判，寻找潜在的合作伙伴，商谈合并的有关事宜。

　　3、经批准被合并的国有企业，应对其固定资产、流动资产、无形资产、长期投资以及其他资产进行全面清查登记，对各项资产损失以及债权债务进行全面核对、查实。在此基础上，被合并国有企业应编制资产负债表、利润表和利润分配表，连同财产清册一并报主管财政机关审批。

　　4、被合并国有企业应在财产清查的基础上，按国家有关规定，由法定资产评估机构对其财产进行估价，报国有资产管理部门审批、确认。

　　5、被合并国有企业应以评估确认的净资产为依据，综合考虑国有企业职工、资产及债权债务状况等因素，合理核定国有企业产权转让底价。

　　6、被合并国有企业的产权转让成交价，由主管财政机关会同国有资产管理部门确认。产权转让的成交价低于底价的，必须报主管财政机关和国有资产管理部门审核、批准。

　　7、合并成交后，合并国有企业和被合并国有企业的所有者代表，签署产权转让协议，包括价款的支付方、付款日期等。合并国有企业的应付价款一般应在合并程序终结日一次付清。如数额较大，一次付清确有困难的，在取得担保资格人担保的前提下，可以分期付款，但付款期限不得超过三年，在合并终结日支付的价款不得低于被合并国有企业产权转让成交价款的50%.

　　8、办理产权转让的清算及法律手续。被合并国有企业的产权转让成交后，应编制合并成交日的财务报表，报其主管财政机关备案。合并国有企业接收被合并的企业的各项资产和债权债务后，应及时组织入账，并编制合并成交日的财务报表，报送主管财政机关审批。

　　二、公司吸收合并需要的资料

　　存续公司变更登记需提交的资料

　　1、公司法定代表人签署的《公司变更登记申请书》；

　　2、合并后公司新章程或者公司章程修正案；

　　3、各公司股东会关于合并的决议；

　　4、各合并公司订立的合并协议；

　　5、各合并公司自作出合并决议之日起30日内在报纸上登载合并公告至少三次的证明；

　　6、各合并公司清偿债务和债务担保情况的说明；

　　7、合并后注册资本变更的，提交具有法定资格的验资机构出具的验资证明；

　　8、新股东的法人资格证明或者自然人身份证明；

　　9、公司《企业法人营业执照》正、副本原件；

　　被吸收公司注销登记需提交的资料

　　1、公司的法定代表人签署的《公司注销登记申请书》；

　　2、各合并公司股东会关于合并的决议；

　　3、各合并公司订立的合并协议；

　　4、各合并公司自作出合并决议之日起30日内在报纸上登载合并公告至少三次的证明；

　　5、各合并公司债务清偿或者债务担保情况的说明；

　　6、公司的《企业法人营业执照》正、副本。

One, state-owned company draws amalgamative program

1, participate in amalgamative state-owned company to press a regulation to be in charge of a branch to offer written report to the government severally before incorporate, sign up for officer finance scheme to put on record, involve those who concern financial matter among them, scheme of finance of officer wanting a newspaper is examined and approve.

2, after amalgamative report classics is approved, trade through property right the market or direct negotiation, seek potential partner, discuss amalgamative concerned matters concerned.

3, the state-owned company that is incorporated via approval, answer its to invest fixed assets, liquid assets, intangible assets, for a long time to undertake with etc asset comprehensive check is registered, undertake checking in the round to each capital loss and creditor's rights debt, check solid. On this foundation, be answered to weave watch of balance sheet, profit and profit distribute a list by amalgamative and state-owned company, detailed list of along with belongings signs up for officer finance scheme to examine and approve along with all the others.

4, should be gotten on in the foundation of belongings check by amalgamative and state-owned company, concern a provision by the country, evaluate an orgnaization to have appraised price to its belongings by legal capital fund, sign up for state-owned asset management department to examine and approve, affirm.

5, the net assets that should be affirmed in order to evaluate by amalgamative and state-owned company is a basis, consider the factor such as state-owned company worker, asset and situation of creditor's rights debt integratedly, state-owned company property right makes over reasonable check and ratify base price.

6, be made over to clinch a deal by the property right of amalgamative and state-owned company valence, by the director finance scheme is affirmed jointly with state-owned asset management department. Property right makes over clinch a deal valence under base price, must sign up for officer finance scheme and examine and verify of state-owned asset management department, approval.

7, amalgamative after clinching a deal, amalgamative and state-owned company and by the possessory delegate of amalgamative and state-owned company, sign property right to make over an agreement, a credit that includes cost, pay date. Of amalgamative and state-owned company deal with money paid for something purchased or received for something sold to should be in commonly amalgamative program is terminative day paid. If number is larger, one paid truly inconvenient, in obtain assure below the premise that qualificatory person assures, can instalment, but pay deadline must not exceed 3 years, the cost that pays in amalgamative and terminative day is not gotten under be made over to clinch a deal by property right of amalgamative and state-owned company 50% of money paid for something purchased or received for something sold.

8, the liquidation that conduction property right makes over and legal procedures. After be being made over to clinch a deal by the property right of amalgamative and state-owned company, should weave amalgamative clinch a deal the financial forms for reporting statistics of day, sign up for its to be in charge of finance scheme to put on record. After amalgamative and state-owned company admits each asset of the enterprise that is incorporated and creditor's rights liability, answer to organize enter an item in an account in time, weave amalgamative clinch a deal the financial forms for reporting statistics of day, the newspaper sends officer finance scheme to examine and approve.

2, the data that the company admits amalgamative need

Change of the company that put add registers the data that needs to refer

1, company legal representative signs " company change registers requisition " ;

2, new regulation of the company after incorporating or company rules amendment;

3, each company shareholder is met about amalgamative resolution;

4, each amalgamative agreement that amalgamative company concludes;

5, publish on 30 days of internal newspaper since each day that amalgamative company makes amalgamative resolution oneself amalgamative announcement at least 3 proof;

6, debt of each amalgamative company pay off and debt assure the specification of the circumstance;

7, capital is registered to change after incorporating, refer the test that has legal qualification endowment orgnaization issued check endowment proof;

8, the corporate organization of new partner proves or natural person portion proves;

9, company " legal entity business charter " , carbon original;

Company be absorptioned is cancelled register the data that needs to refer

1, the legal representative of the company signs " the company cancels the requisition that register " ;

2, each amalgamative company shareholder is met about amalgamative resolution;

3, each amalgamative agreement that amalgamative company concludes;

4, publish on 30 days of internal newspaper since each day that amalgamative company makes amalgamative resolution oneself amalgamative announcement at least 3 proof;

5, pay off of each amalgamative company debt or debt assures the specification of the circumstance;

6, of the company " legal entity business charter " , carbon.