Port communicationToday I will analyze the difference between equity acquisition and asset acquisition.，Let’s learn together! Equity acquisition refers to the merger and acquisition company directly or indirectly purchasing part or all of the equity of the target company.，Subscription for new shares issued，Reinvestment business that turns the target company into an acquirer，Asset acquisition means that the acquirer purchases part or all of the assets of the target company based only on its own needs.，Belongs to general asset buying and selling behavior。
It can be seen that，Although both asset acquisition and equity acquisition are corporate acquisitions,，But there is a difference。one、Subject and object are different. The subjects of equity acquisition are the shareholders of the acquiring company and the target company.，The object is the equity of the target company。The main subjects of asset acquisition are the acquiring company and the target company.，The object is the asset of the target company。
two、Liability Risk Difference After Equity Acquisition，The acquiring company becomes the controlling shareholder of the target company. The acquiring company only bears liability within the scope of its capital contribution.，The target company’s original debts will still be borne by the target company，However, because the target company’s original debt will have a huge impact on future shareholders’ earnings。Therefore, before the equity acquisition，The acquiring company must investigate clearly the debt situation of the target company。
Contingent liabilities for the target company are often difficult to predict at the time of acquisition，Therefore, equity acquisitions involve certain liability risks。And in asset acquisition，The creditor's rights and debt status of assets are generally relatively clear，In addition to some statutory responsibilities,such as environmental protection、Outside of employee placement，There is basically no problem of contingent liabilities。therefore，As long as the acquiring company pays attention to the creditor's rights and debts of the asset itself, it can basically control the acquisition risk.。
three、Tax differences in equity acquisitions，The taxpayers are the acquiring company and target company shareholders，and has nothing to do with the target company。In addition to contract stamp duty，According to the provisions of the "Notice on Certain Income Tax Issues in Enterprise Equity Investment Business"，Target company shareholders may pay income tax on gains from equity transfers。Asset acquisition in progress，The taxpayers are the acquiring company and the target company itself。
Depending on the target asset,Taxpayers need to pay different types of taxes，Mainly VAT、business tax、income tax、Deed tax and stamp duty, etc.。Four、Different government approvals for equity acquisitions vary depending on the nature of the target company.，The degree of leniency and severity of government regulation varies greatly.。
For those that do not involve state-owned equity、Equity acquisition of listed companies，The only examination and approval departments are the departments responsible for foreign trade and economic cooperation and their local authorized departments.，The main points for approval are whether the foreign investment complies with my country’s policy on the utilization of foreign investment.、Can I enjoy or continue to enjoy the relevant preferential treatment for foreign-invested enterprises?。
For those involving state-owned equity，The approval department also includes the department responsible for state-owned equity management and its local authorized departments，The key point for approval is whether the equity transfer price is fair、Whether state-owned assets are lost。For those involving the equity of listed companies，The approval authorities also include the China Securities Regulatory Commission，The key point for approval is whether the listed company still meets the listing conditions.、Whether it harms the interests of other shareholders、Whether to fulfill information disclosure obligations, etc.。
For asset acquisition，Depending on the nature of the target enterprise, there are certain differences in the severity of government supervision.。For target enterprises that are foreign-invested enterprises，There are no clear laws and regulations in my country that stipulate that the transfer of assets of foreign-invested enterprises requires the approval of the approval authority.，However, because when a foreign-invested enterprise is established,，Project proposals and feasibility study reports need to be reviewed and approved，The project proposal and feasibility study report clearly describe the scale and scope of the business.。
If the assets of a foreign-invested enterprise are transferred,Does any change in its business scope or content require approval??Article 13 of the "Interim Provisions on Domestic Investment by Foreign-Invested Enterprises" clearly stipulates，“Foreign-invested enterprises change their original business scale or content with their fixed asset investment.，Before investing, you should apply to the original approval authority and obtain the consent of the original approval authority."。
Because the "Interim Provisions" only apply to the investment situation of foreign-invested enterprises，It cannot be directly applied to the transfer of assets of foreign-invested enterprises.，Therefore, it can be considered that based on the existing regulations，The transfer of assets of foreign-invested enterprises does not require approval。
also，If the transferred assets are machinery and equipment that have enjoyed preferential tax exemptions and exemptions for imported equipment and are still under customs supervision，According to the provisions of the "Measures for the Supervision, Taxation and Taxation of Imported and Exported Goods by Foreign-Invested Enterprises", the transfer must first obtain permission from the customs and pay back the customs duties.。For target enterprises that are state-owned enterprises，Asset purchase prices should generally be audited and approved by the government。
For major asset changes of listed companies，It should also be followed in accordance with the "Concerning Major Purchases of Listed Companies"、sell、Notice on Certain Issues in Replacement of Assets" shall be submitted to the China Securities Regulatory Commission for approval.。It is worth noting that，my country still does not have a unified "Anti-Monopoly Law" to regulate corporate acquisitions.。
Article 9 of the Interim Provisions on the Use of Foreign Capital for the Reorganization of State-owned Enterprises, which was implemented not long ago, stipulates in principle that the economic and trade department of the State Council has the right to “take measures that may lead to market monopoly.”、hindering fair competition，Organize hearings before review”。but，Because the "Interim Provisions on the Use of Foreign Capital to Reorganize State-owned Enterprises" only applies to the acquisition of state-owned enterprises by foreign capital.，Acquisitions of other companies，The government has no clear legal basis for antitrust review。
five、The impact of third-party interests on differential equity acquisitions，Those who have the greatest impact are other shareholders of the target company。According to the Company Law, equity transfer must be approved by more than half of the shareholders and other shareholders have priority to receive the transfer.。also，According to the provisions of my country’s Joint Venture Law，“A joint venture party transfers all or part of its equity to a third party，Subject to the consent of the other parties to the joint venture.”，Therefore, equity acquisition may be subject to other shareholders of the target company.。
Asset acquisition in progress，The person with the greatest influence is the person who has some right to the asset，such as guarantor、mortgagee、Trademark owner、Patentee、Leaseholder。For the transfer of these properties，Must obtain the consent of the relevant rights holders or must perform obligations to the relevant rights holders。
also，In equity acquisitions and asset acquisitions，This may be because the acquisition counterparty (the target company’s shareholders or the creditors of the target company) believes that the transfer price is significantly lower than the fair price.，According to the right of rescission stipulated in the Contract Law，Claim that the transfer contract is invalid，causing the acquisition to fail。therefore，Creditor approval is very important for company acquisitions。Asset acquisition is actually the acquisition of assets，Equity acquisition is the acquisition of equity。
Whether to acquire assets or equity is mainly determined based on the needs of both parties.，In other words, it depends on what the buyer wants to buy.：Is it an asset or something other than an asset (such as a person、business system, etc.)；It also depends on what the seller wants to sell.：Do you simply want to sell assets (such as streamlining some non-main business) or do you want to sell the entire company?。If you still want to know more about this aspect，Welcome anytime!
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