Because the company has a large debt problem that has not been dealt with and does not have the ability to handle it, it is also a good way to transfer it to another company. However, the debt of the company also needs to be dealt with before the transfer, not just the transfer. So, what about the company's pre-transfer debt? The editor of Hualu.com has made an introduction, you can have a look.
How to deal with the company's debt before transfer
According to Article 44 of the General principles of the Civil Law of the people's Republic of China, "the separation, merger or other important changes of an enterprise as a legal person shall register with the registration authority and make a public announcement. In the case of the division or merger of an enterprise as a legal person, its rights and obligations shall be enjoyed and borne by the changed legal person. " But at the same time, it also stipulates that the transferor should inform the transferee in advance of the debt problem. At the time of the transfer of the company, if the transferee has bought out all the assets and liabilities of the original company at the time of the transfer, then all the debts shall be borne by the transferee. If the transferee buys out all the assets of the original enterprise at the time of the transfer of the company, but finds that the transferor has concealed the debt problem of the original company or the amount of the debt is unclear, then all the debts shall be jointly borne by the transferor and the transferee after the agreement.
In a word, the two sides should negotiate these issues and deal with them carefully when signing the company transfer agreement. Under the principle of fairness and impartiality, in order to prevent the transferee from misstating or concealing the company's debts before signing the company transfer agreement, the transferee may request a professional accountant to liquidate the assets and debts of the company.
The debt before the transfer of the company will be clearly marked in the transfer agreement of the company, so when signing the transfer agreement of the company, the two parties should negotiate and resolve the disagreement. If the solution is not good, it will be very troublesome.
The transfer of the company can find Guangzhou hair industry, if the two sides do not agree, we hair industry can be in the middle as a mediator, give reasonable suggestions, we Guangzhou hair is also the whole process agent, the transfer of both sides only need to cooperate, all the procedures do not need you to handle, we will also inform the latest national policy in real time to guide the company's development direction.
How to deal with the transfer of corporate debt
1. The debt owed by the underlying company to the shareholders. During the period of existence of the target company, due to operational needs or difficulties in obtaining loans from financial institutions, shareholders shall provide financial support in the form of loans. When transferring the shares of the company, the current shareholders may at the same time put forward the conditions of transfer as creditors, that is, the shares are bundled with creditor's rights, requiring the transferee to provide funds to the target company to repay the debts owed to the original shareholders while paying the price of the shares of the transferred company. In other words, when the transferee becomes a new shareholder, it becomes the creditor of the loan to the target company.
2. The debt borrowed by the company owed by the shareholders. The situation of shareholders occupying the funds of the underlying company occurs from time to time, but it shall be terminated at the time of equity transfer. In the legal relationship of this money, the target company is the creditor and the shareholder is the debtor. When transferring the shares of the company, the shareholders shall clearly inform the intended assignee that there is a problem of debt repayment, and the way to deal with it is to make a commitment in advance and repay it at the same time as the transfer price is settled.
3. The risk of contingent debt related to the original shareholders. Prior to the transfer of equity, the target company shall borrow funds from financial institutions, which shall be guaranteed by shareholders, or shareholders shall borrow funds from financial institutions, and the underlying company shall provide guarantee. When the current shareholder transfers the shares of the company, the repayment of the loan has not yet expired, and the parties to the equity transaction shall agree that, with the consent of the financial institution or the lifting of the guarantee of the original shareholder, the new shareholder shall bear the guarantee responsibility for the loan of the target company; or the original shareholder shall find another person to bear the guarantee liability, so as to avoid the probable debt risk of the original shareholder and the target company.
4. The creditor's rights and debts that are not related to the transferring shareholders. In the normal process of operation, the target company will also produce a series of creditor's rights and debts, which have nothing to do with shareholders. For example, the underlying company borrows funds from financial institutions (secured by the property of the underlying company); receivables and payables in business activities; the underlying company complies with the provisions of the articles of association and guarantees provided to others by compliance decision-making procedures. For creditor's rights, the target company is the subject of rights and behavior; for debts, the subject of debt is the subject of debt and settlement, which can be disposed of independently of shareholders in accordance with the law, and the transfer of equity does not constitute a mutual restriction.
