Article 173
Companies may be merged by absorption and merger by consolidation.
One company absorbing another company is merger by absorption, and the company being absorbed shall be dissolved. Merger of two or more companies through establishment of a new company is a consolidation, and the companies being consolidated shall be dissolved.
Article 174
In a merger of companies, the companies shall execute a merger agreement, and prepare their respective balance sheets and schedules of assets. The companies shall notify their creditors within ten days of adoption of merger resolutions, and shall publish a notice in a newspaper within thirty days. Creditors are entitled to claim full payment of the debts of the companies or require the provision of appropriate assurances within thirty days of receipt of the notice, or within forty-five days of publication of the first notice if such creditors did not receive the notice.
Article 175
Once the companies are merged, the creditor's rights and debtor's liabilities of the merged companies shall be assumed by the surviving company or the newly formed company after merger.
Article 176
Where a company is to undergo division, its assets shall be divided accordingly.
In dividing the company, a balance sheet and a schedule of assets shall be prepared. The company shall notify its creditors within ten days of adoption of a division resolution, and shall publish a notice in a newspaper within thirty days.
Article 177
The company resulting from the division shall bear joint liabilities for the debts of the company prior to its division except otherwise stipulated in a written agreement concluded before the division by and between the company and its creditor.
Article 178
Where a company needs to reduce its registered capital, a balance sheet and a schedule of assets must be prepared.
The company shall notify its creditors within ten days of adoption of a resolution to reduce its registered capital, and shall publish a notice in a newspaper within thirty days. Creditors are entitled to claim full payment of the company's debts or require the provision of appropriate assurances within thirty days of receipt of the notice, or within forty-five days of publication of the first notice if such creditors did not receive the notice.
After capital reduction, the company's registered capital may not fall below the statutory minimum capital level.
Article 179
When a limited liability company is to increase its registered capital, after subscription for the newly increased capital, the shareholders shall make capital contribution in accordance with the provisions hereof concerning capital contribution for the establishment of a limited liability company.
When a joint stock limited company is to issue new shares for the purpose of increasing its registered capital, the shareholders' subscription for the new shares shall be carried out in accordance with the provisions hereof concerning payment of share proceeds for the establishment of a joint stock limited company.
Article 180
In the case of merger or division of a company, where any registered item requires change, amendment registration shall be carried out with the company registration authority in accordance with the law; where the company is dissolved, company de-registration shall be carried out in accordance with the law; where a new company is established, establishment registration shall be carried out in accordance with the law.
Where a company is to increase or reduce its registered capital, a amendment registration shall be carried out with the company registration authority in accordance with the law.
