Ask: The our city has two production industry to worry provided company, one is city worries a limited company, another is limited company of product of city emery wheel. Worrying a limited company is provincial key enterprise, enterprise benefit is good, in successive years catchs an industry preeminent company name, the product is popular global, be badly in need of enlarging scale of production; And because limited company of emery wheel product manages not to be pooh-poohed, although have advanced machine facility, but start working is insufficient, municipal government to revitalize local economy, decide to incorporate two companies, both sides signed amalgamative agreement via talking things over, emery wheel company is ground to provide a company to absorb, after the agreement is signed, the partner that worries a company assumes liability because of emery wheel company overmuch, the part asks the company buys a place to hold share, but be ground to provide a company to refuse, company board of directors claims: “ our company surrive, partner has no right to ask to buy a place to hold share. Plenary meeting of the shareholder after satisfying is amalgamative the agreement undertakes voting, result shareholder plenary meeting gives overrule, but municipal government develops with rejecting to close to go against local economy and the society is stabilized, dispatch gives worry a company, the requirement must give amalgamative. Company board of directors considers to decide company of amalgamative finally emery wheel, but issue announcement, after two companies are amalgamative, do not assume any liability of emery wheel company, creditor view right is united by municipal government solve, two companies undertook incorporating then, asset, financial, personnel undertook having sex accordingly. Excuse me: Company board of directors about company of amalgamative emery wheel, and the decision of any liability that announcement does not assume emery wheel company is lawful, amalgamative effective?
Answer: Of above amalgamative and invalid, do not accord with fair judicatory to concern a provision, in violating corporation law, mix about amalgamative average order the right of company orgnaization. Specific for was to violate corporation law the regulation of the following respects:
1.Dissent partner is had buy a share to request authority, the partner of hold company stock enjoys possessory right to the company, partner has right the right of exercise of major management item with respect to the company, a few partner that does not incorporate with meaning company is had to the company buy a share to request authority, its property belongs to partner to counterpoise from beneficial, because emery wheel company is indebted heavy, amalgamative limitted materiality ground the rights and interests with original partner, partner is had to the company buy a share to request authority, after the board of directors receives the written application of dissent partner, ought to undertake rightly disbursement instantly, grind a company board of directors to claim company surrive, it is illegimate that partner has no right to ask the company buys a share.
2. Company board of directors has no right not to implement the resolution of shareholder plenary meeting. Company laws and regulations decides: Shareholder of finite liability company can be by collectivity partner is comprised, partner can be the influence orgnaization of the company. Inc. comprises shareholder plenary meeting by partner, shareholder plenary meeting is the influence orgnaization of the company, because of the resolution that this partner meets, except what break the law beyond, the board of directors must be abided by, the board of directors is responsible to shareholder plenary meeting. Grind a company board of directors to have no right to do sth without authorization decides to undertake incorporating and disregard the resolution that partner meets so.
3. After the company is amalgamative, the does not assume without exception about debt written statement that grinds a company place to do also disobeyed fair judicatory to set, according to company method the 184th regulation, when the company is amalgamative, amalgamative each square creditor’s rights, debt, ought to by amalgamative the company that putting or the company that set newly bear add. Because this grinds a statement that company place makes,disable. Although be in this case, the behavior of municipal government encroached the management of the enterprise badly to counterpoise independently, but its itself cannot assume liability, although municipal government can feel amalgamative solve debt problem, but to creditor character, rubbing a company person is debtor.