Recently, my friend is going to buy a company, in 2004. What should the company pay attention to? I'm going to be a shareholder. What do individuals need to pay attention to?

Problems that should be paid attention to in company acquisition

I. Risk of capital and assets

(A) registered capital issues

At present, with the reduction of registered capital in the new company law, the enthusiasm of investors to realize asset appreciation by setting up companies is constantly rising. However, according to our experience in handling cases, companies with a registered capital of less than 5 million have some registered capital problems. We have dealt with a lot of problems such as transferring shares at a low price due to defects in capital contribution, how to go bankrupt with false capital contribution and so on. Therefore, when the acquirer plans to acquire a company, it should first inquire about the basic information of the target company in the Administration for Industry and Commerce, mainly the registered capital of the company. Here, the acquirer needs to distinguish the relationship between paid-in capital and registered capital, and find out whether the target company has false capital contribution (whether the capital contribution has gone through the relevant transfer procedures and whether it has been effectively delivered); At the same time, we should pay special attention to whether the company has withdrawn capital and so on.

(2) The assets, liabilities and owners' rights and interests of the company.

When deciding to buy a company, we should pay attention to the composition of the company's assets, equity allocation, asset guarantee, non-performing assets and so on.

First, among all assets, it is necessary to distinguish the specific proportion of current assets and fixed assets. In the capital contribution, how to make clear the proportion of monetary capital contribution to the total capital contribution, and whether the non-monetary assets have gone through the ownership transfer procedures also need to be made clear. Only by making clear the turnover ratio of the target company can we predict the future operating ability of the company well.

Second, it is necessary to clarify the equity allocation of the target company. First of all, we must grasp the shareholding ratio of shareholders and whether there are preferred shares; Secondly, it is necessary to examine whether there are related shareholders.

Third, the assets with security restrictions will have an impact on the solvency of the company, so we should examine the secured assets and unsecured assets separately.

Fourth, we should focus on the company's non-performing assets, especially the depreciation of fixed assets, amortization of intangible assets and assets that are about to be scrapped and cannot be recovered.

At the same time, the company's liabilities and owners' equity are also issues that should be paid attention to when buying a company. In corporate liabilities, we should distinguish between short-term debts and long-term debts, and distinguish between offset debts and non-offset debts. The structure and proportion of assets and liabilities determine the owner's equity of a company.

Second, the risk of financial accounting system

In fact, many companies do not have specialized accountants. At the end of the month, a part-time accountant was hired from outside to be an accountant. Some companies don't have a standardized and detailed accounting system at all, and the person in charge of the company handles the finance completely by himself. For these reasons, many companies have established internal account books and external account books. Therefore, when acquiring the target company, the acquirer needs to conduct a detailed investigation of the company's financial accounting system to prevent the target company from deliberately raising the company's value through multiple profits and objectively and reasonably evaluate the value of the target company. When necessary, the acquirer can hire a special financial consultant to evaluate the value of the target company. However, if the acquisition amount itself is relatively small, you can hire a legal advisory unit that understands financial accounting to comprehensively guide the legal and financial problems encountered in the acquisition. The lawyers of this team have comprehensive legal and financial expertise and can provide you with professional services in legal and financial aspects.

Three. Tax risk

In Beijing, companies with a registered capital of less than 5 million will not always be the focus of tax authorities. So many small companies fail to pay taxes according to law. Therefore, if the acquirer acquires a company with a relatively small registered capital, it must pay special attention to the tax problems of the target company and find out whether the tax has been paid in full and on time. Otherwise, it may be investigated by the tax authorities, and the business license of the newly bought company may be revoked by the industrial and commercial bureau soon.

Four. Possible litigation risks

As far as possible litigation risks are concerned, the acquirer needs to focus on the following risks:

First, whether the target company legally signed an effective labor contract with the original workers, whether it paid social insurance for employees on time and in full, and whether it paid employees' wages on time. Investigate these situations to ensure that the company's purchase will not lead to the problem that former employees will file labor dispute lawsuits in the future;

Second, it is clear that there is no dispute between shareholders of the target company in terms of equity transfer and income distribution. Only in this way can the signed purchase agreement be effectively performed, because the correct performance of the M&A Agreement requires the legal and effective support of the Equity Transfer Agreement;

Third, ensure that there is no dispute between the target company and its creditors, and even if there is, a proper solution and agreement have been reached. Because after the acquirer acquires the target company, the original creditor's rights and debts of the target company will be inherited by the acquirer.

Fourth, finally, it is necessary to investigate whether the target company and its responsible person have committed criminal acts and whether there are criminal proceedings that affect the acquirer's acquisition intention in a certain sense.

The role of lawyers in company acquisition

First, the general role of lawyers in purchasing companies.

Lawyers play an indispensable role in company acquisition. Lawyers provide legal services such as strategic planning and selection, legal structure design of acquisition, due diligence, price determination, payment arrangement, etc. for acquisition companies with their professional knowledge and experience; At the same time, the accounting, taxation and professional consultants who participated in, unified and coordinated the acquisition finally formed the legal opinions of the acquisition company and a complete set of acquisition contracts and related agreements to ensure the legal and orderly conduct of the entire acquisition activity.

Under normal circumstances, enterprises will sign entrustment contracts or employment contracts with law firms, and law firms and lawyers, as professional consultants and professional service organizations, will provide legal services to the acquired companies or enterprises in the form of perennial legal consultants or individual special legal consultants.

The above is the general role of lawyers in company acquisition, and in company acquisition, the core role of lawyers is to conduct due diligence, then draw up an agreement, complete the acquisition, and serve as legal counsel for the new company.

Second, the role of lawyers in the due diligence of company acquisition.

(1) What is due diligence?

Due diligence refers to the prudent and appropriate investigation and analysis of the financial, operational and legal matters of the transaction object and transaction in the stock issuance and listing, mergers and acquisitions, major asset transfer and other transactions. , is entrusted by the client to lawyers, certified public accountants and other professional institutions in accordance with their professional standards.

(II) Purpose of due diligence

The purpose of legal due diligence includes the following:

First, discover risks, judge the nature and degree of risks, and the impact and consequences on M&A activities;

Second, the acquirer can grasp the legal status of major issues such as the subject qualification, asset ownership, creditor's rights and debts of the target company;

Third, understand what circumstances may bring responsibilities and burdens to the acquirer, and whether it is possible to eliminate and solve them.

(3) The relationship between lawyer due diligence and financial due diligence.

Lawyers and accountants are intermediaries involved in capital operation, and their due diligence work is parallel to a great extent, with different investigation tasks and responsibilities. There is a clear division of labor and clear responsibilities, but in some parts it is a cooperative relationship. The investigation scope of the two is different. The scope of lawyer's due diligence mainly includes the organizational structure of the investigated object, the legal status of assets and business, litigation disputes and other legal risks; The scope of financial due diligence mainly covers the financial data such as assets and liabilities, financial risks and operational risks of the respondents.

(four) the main business of lawyers in the company's acquisition due diligence.

Lawyer's due diligence in company acquisition is very important. For the acquisition of small companies, due diligence of lawyers can play a more obvious role than financial due diligence. Considering the space, the following mainly lists the main businesses of lawyer due diligence:

1. Organize due diligence on documents.

1) company organization document

2) Organizational documents of subordinate enterprises

2. Due diligence of business documents

3. Due diligence of financial documents

4. Due diligence of important agreements and contracts

5. Due diligence of financing documents

6. Intellectual property due diligence

7. Due diligence on employees and employee affairs

8. Due diligence in litigation and other proceedings

9. Tax due diligence

10. Conduct due diligence on the land, property and other assets of the Company and its subsidiaries.