|
Welcome Guest
|
|
You are using Guest Account
|
|
||||||||||||||||||||||||||||||||||
|
Recently, this Ministry has found that some foreign-funded enterprises failed to fully and appropriately perform the informing obligation for merger, splitting or reduction of registered capital, resulting in voidance of their announcements and notices to the company creditors, and thus hindering the smooth progress of the aforesaid activities. In order to safeguard the legitimate rights and interests of the enterprises and their creditors, this Ministry has formulated the Model Announcements and Notices for Merger, Splitting, and Reduction of Registered Capital of Foreign-funded Enterprises (see appendix) pursuant to the relevant laws and regulations, the departments in charge of examination and approval of foreign-funded enterprises of the localities shall provide those models to the enterprises for reference when handling the aforesaid issues. Appendix: 1. Models of the Announcements and Notices for Merger of Foreign-funded Enterprises 2. Model Announcement and Notice for Splitting of Foreign-funded Enterprises 3. Model Announcement and Notice for Reduction of Registered Capital of Foreign-funded Enterprises Appendix 1: MODEL ANNOUNCEMENTS AND NOTICES FOR MERGER OF FOREIGN-FUNDED ENTERPRISES (1) MODEL ANNOUNCEMENT FOR ABSORPTION MERGER OF FOREIGN-FUNDED ENTERPRISES _______ Company (the recipient company) is to merge _______ Company (the company to be dissolved) through absorption, and has obtained the preliminary consent of ___________ (the department of examination and approval) on ____ (Month/Day/Year). In accordance with the relevant laws and regulations, the debts of _______ Company (the recipient company) and _______ Company (the company to be dissolved) shall be inherited by _______ Company (the recipient company), and the creditors of this company may, within 90 days from ___________ (Month/Day/Year) (the date of promulgation of the announcement for the first time), require the company to pay off the debts or provide corresponding guarantee. Where the creditors of this company fail to exercise the aforesaid rights within the prescribed time limit, the merger of the companies will be carried out pursuant to the statutory procedures. Contact Person: Contact Information: ______ Company (the recipient company or the company to be dissolved) (Signature of the legal representative, and stamp of the company) ____ (Month/Day/Year) (2) MODEL NOTICE FOR ABSORPTION MERGER OF FOREIGN-FUNDED ENTERPRISES Ms./Mr. ____ or ___ Company (creditor of the recipient company or of the company to be dissolved): _______ Company (the recipient company) is to merge _______ Company (the company to be dissolved) through absorption, and has obtained the preliminary consent of ___________ (the department of examination and approval) on ______ (Month/Day/Year). In accordance with the relevant laws and regulations, the debts of _______ Company (the recipient company) and _______ Company (the company to be dissolved) shall be inherited by _______ Company (the recipient company). You may, within 30 days from the day of receipt of this Notice, require this company to pay off the debts or to provide corresponding guarantee. If you fail to exercise the aforesaid rights within the prescribed time limit, the merger of the companies will be carried out pursuant to the statutory procedures. Contact Person: Contact Information: ______ Company (the recipient company or the company to be dissolved) (Signature of the legal representative, and stamp of the company) ______ (Month/Day/Year) (3) MODEL ANNOUNCEMENT FOR CONSOLIDATION OF FOREIGN-FUNDED ENTERPRISES _______ Company (the company to be consolidated) is to consolidate with _______ Company (other company to be consolidated) so as to form ______ Company (the company newly established after the consolidation), and has obtained the preliminary consent of ___________ (the department of examination and approval) on ______ (Month/Day/Year). In accordance with the relevant laws and regulations, the debts of _______ Company (the company to be consolidated) and _______ Company (other company to be consolidated) shall be inherited by _______ Company (the newly established company after consolidation), and the creditors of this company may, within 90 days from ______ (Month/Day/Year) (the date of promulgation of the announcement for the first time), require the company to pay off the debts or provide corresponding guarantee. Where the creditors of this company fail to exercise the aforesaid rights within the prescribed time limit, the consolidation of the companies will be carried out pursuant to the statutory procedures. Contact Person: Contact Information: ______ Company (the company to be consolidated) (Signature of the legal representative, and stamp of the company) ______ (Month/Day/Year) (4) MODEL NOTICE FOR CONSOLIDATION OF FOREIGN-FUNDED ENTERPRISES Ms./Mr. ___ or ____ Company (creditor of the company to be consolidated): _______ Company (the company to be consolidated) is to consolidate with _______ Company (other company to be consolidated) so as to form ______ Company (the company newly established after the consolidation), and has obtained the preliminary consent of ___________ (the department of examination and approval) on ______ (Month/Day/Year). In accordance with the relevant laws and regulations, the debts of _______ Company (the company to be consolidated) and _______ Company (other company to be consolidated) shall be inherited by _______ Company (the newly established company after consolidation). You/Your company may, within 30 days from the day of receipt of this Notice, require the company to pay off the debts or provide corresponding guarantee. If you fail to exercise the aforesaid rights within the prescribed time limit, the consolidation of the companies will be carried out pursuant to the statutory procedures. Contact Person: Contact Information: ______ Company (the company to be consolidated) (Signature of the legal representative, and stamp of the company) ______ (Month/Day/Year) Appendix 2: MODEL ANNOUNCEMENT AND NOTICE FOR SPLITTING OF FOREIGN-FUNDED ENTERPRISES (1) MODEL ANNOUNCEMENT FOR SPLITTING OF FOREIGN-FUNDED ENTERPRISES _______ Company (the company to be split) is to be split into A Company, B Company, (C Company ...), and has obtained the preliminary consent of ___________ (the department of examination and approval) on ______ (Month/Day/Year). In accordance with the relevant laws and regulations, the debts of _______ Company (the company to be split) are to borne by A Company for ______, B Company for ______, (C Company for ______, ...). The creditors of this company may, within 90 days from ______ (Month/Day/Year) (the date of promulgation of the announcement for the first time), require the company to modify the scheme on inheriting of the debts, or to pay off the debts or provide corresponding guarantee. Where the creditors of this company fail to exercise the aforesaid rights within the prescribed time limit, the splitting of the company will be carried out pursuant to the statutory procedures. Contact Person: Contact Information: ______ Company (the company to be split) (Signature of the legal representative, and stamp of the company) ______ (Month/Day/Year) (2) MODEL NOTICE FOR SPLITTING OF FOREIGN-FUNDED ENTERPRISES Ms./Mr. ___ or ___ Company (creditor of the company to be split): _______ Company (the company to be split) is to be split into A Company, B Company (C Company, ...), and has obtained the preliminary consent of ___________ (the department of examination and approval) on ______ (Month/Day/Year). In accordance with the relevant laws and regulations, the debts of ______ Company (the company to be split) are to be borne by the companies after splitting. Upon consultation, the debts are to be borne by A Company for ______, B Company for ______, (C Company for ______, ...). You/Your company may, within 30 days from the day of receipt of this Notice, require this company to modify the scheme on inheriting of the debts, or to pay off the debts or provide corresponding guarantee. If you fail to exercise the aforesaid rights within the prescribed time limit, the splitting of the company will be carried out pursuant to the statutory procedures. Contact Person: Contact Information: ______ Company (the company to be split) (Signature of the legal representative, and stamp of the company) ______ (Month/Day/Year) Appendix 3. MODEL ANNOUNCEMENT AND NOTICE FOR REDUCTION OF REGISTERED CAPITAL OF FOREIGN-FUNDED ENTERPRISES (1) MODEL ANNOUNCEMENT FOR REDUCTION OF REGISTERED CAPITAL OF FOREIGN-FUNDED ENTERPRISES Owing to ______ (the reason), ______ Company (the company to reduce the registered capital) is to reduce its registered capital from ______ Yuan (US dollar or other currency) to ______ Yuan (US dollar or other currency), and has obtained the preliminary consent of ___________ (the department of examination and approval) on ______ (Month/Day/Year). In accordance with the relevant laws and regulations, the creditors of this company may, within 90 days from ______ (Month/Day/Year) (the date of promulgation of the announcement for the first time), require the company to pay off the debts or provide corresponding guarantee. Where the creditors of this company fail to exercise the aforesaid rights within the prescribed time limit, the company will reduce the registered capital pursuant to the statutory procedures. Contact Person: Contact Information: ______ Company (the company to reduce registered capital) (Signature of the legal representative, and stamp of the company) ______ (Month/Day/Year) (2) MODEL NOTICE FOR REDUCTION OF REGISTERED CAPITAL OF FOREIGN-FUNDED ENTERPRISES Ms./Mr. ___ or ___ Company (creditor of the company to reduce registered capital): Owing to ______ (the reason), ______ Company (the company to reduce the registered capital) is to reduce its registered capital from ______ Yuan (US dollar or other currency) to ______ Yuan (US dollar or other currency), and has obtained the preliminary consent of ___________ (the department of examination and approval) on ______ (Month/Day/Year). In accordance with the relevant laws and regulations, you may, within 30 days from the day of receipt of this Notice, require this company to pay off the debts or provide corresponding guarantee. If you fail to exercise the aforesaid rights within the prescribed time limit, the company will reduce the registered capital pursuant to the statutory procedures. Contact Person: Contact Information: ______ Company (the company to reduce registered capital) (Signature of the legal representative, and stamp of the company) ______ (Month/Day/Year) |
||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||
|
Copyright 2002 NovexCn.com
|