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Corporate Merger Service

Updated:2018-9-30 17:37:28    Source:www.tannet-group.comViews:563

Corporate merger is that combine two or more than two company to one company. There are two forms: one, consolidation by merger; two, merger by new establishes. From a legal point of view, a merger is a legal consolidation of two entities into one entity, whereas an acquisition occurs when one entity takes ownership of another entity's stock, equity interests or assets. 

Legal Structures
Corporate acquisitions can be characterized for legal purposes as either "asset purchases" in which the seller sells business assets to the buyer, or "equity purchases" in which the buyer purchases equity interests in a target company from one or more selling shareholders. Asset purchases are common in technology transactions where the buyer is most interested in particular intellectual property rights but does not want to acquire liabilities or other contractual relationships. An asset purchase structure may also be used when the buyer wishes to buy a particular division or unit of a company which is not a separate legal entity. There are numerous challenges particular to this type of transaction, including isolating the specific assets and liabilities that pertain to the unit, determining whether the unit utilizes services from other units of the selling company, transferring employees, transferring permits and licenses, and ensuring that the seller does not compete with the buyer in the same business area in the future.

Structuring the sale of a financially distressed company is uniquely difficult due to the treatment of non-compete covenants, consulting agreements, and business goodwill in such transactions.

Mergers, asset purchases and equity purchases are each taxed differently, and the most beneficial structure for tax purposes is highly situation-dependent. One hybrid form often employed for tax purposes is a triangular merger, where the target company merges with a shell company wholly owned by the buyer, thus becoming a subsidiary of the buyer. In a "forward triangular merger", the buyer causes the target company to merge into the subsidiary; a "reverse triangular merger" is similar except that the subsidiary merges into the target company.

Documents Required
a. Agreement of both sides. Including name of parts, form, and name after emerged, registered capital. Credit and debt condition. Details of dismissed company, shares holding, date of contract, place of contract and other issues both parts regard necessary.
b. Newspaper of announcement including name of mergers, form, and registered capital after merged.
c. Resolution or decision of merging agreement.
d. Business licenses of mergers.
e. Statement of Credit and debt.
f. Approval certificate if it is required by related laws.
g. Certificate of deregistration if it concerns to new company registration and alteration.

Tannet Advantages
1. TANNET has established a global service system with 38 branches and 3000 cooperators worldwide, as well as in excess of 60,000 reliant clients globally. You can find one TANNET always beside you.
2. TANNET is staffed with a strong professional team of lawyers, accountants, engineers, designers and consultants providing tailor-made and all-in-one service.
3. There is a B2B business platform available for the international buyers and sellers of SMEs,  www.ono-bbb.com.
4. TANNET is the best partner with international banks, financial institutes. TANNET also provide PIPO service.
5. TANNET is in conformity of the standard of ISO9001/2008. That means the service quality is guaranteed.

Contact Us
If you have further inquires, please do not hesitate to contact Tannet at anytime, anywhere by simply visiting Tannet’s website www.tannet-group.net, or calling China hotline at 86-20-87550061, or emailing to tannet-solution@hotmail.com. You are also welcome to visit our office situated in 16/F, Taiyangdao Bldg 2020, Dongmen Rd South, Luohu, Shenzhen, China. 

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