问题 问答题

A公司在对债权人进行通知时,哪些做法是不合法的?

答案

参考答案:A公司对债权人的通知中,不合法的做法有:(1)A公司应当在合并前通知债权人,而不应该在办理了注销登记后,才通知债权人;(2)A公司应该在决议做出后10日内通知债权人,并于30日内在报纸上至少公告3次。而A公司只在1个月内在报纸上公告了1次;(3)未向债权人清偿债务或者提供相应担保,而把公司资产并入B公司,并办理注销登记。

解析:
  《公司法》第184条第3款规定,公司合并,应当由合并各方签订合并协议,并编制资产负债表及财产清单。公司应当自做出合并决议之日起10日内通知债权人,并于30日内在报纸上至少公告3次。债权人自接到通知书之日起30日内,未接到通知书的自第一次公告之日起90日内,有权要求公司清偿债务或者提供相应的担保。不清偿债务或者不提供相应的担保的,公司不得合并。因而本案中,A公司未进行通知和公告,便转移自己的资产给B公司,并办理了注销登记,然后才公告的做法是不合法的。此外,其在1个月内只在报纸上公告了1次,也与该条的规定相违背。

阅读理解

When I was struggling with cancer a few years ago, my wife and I formed our own “couple caution circle”. Anytime a doctor came with news of my progress, my wife would give me a big hug. The reports were seldom good during the early stages of my illness, and one day a doctor brought particularly frightening news. Staring at my reports, he said in a low voice, “It doesn’t look like you’re going to make it.”

Before I could ask him a question, my wife stood up, handed me my clothes, adjusted the tubes fastened to my body and said, “Let’s get out of here. This man is a risk to your health. ” As she helped me struggle to the door, the doctor came near us. “Stay back,” demanded my wife. “Stay away from us.”

As we walked together down the hall, the doctor attempted to catch up with us “Keep going,” said my wife, pushing the intravenous(静脉注射的)stand. “We’re going to talk to someone who really knows what is going on.” Then she held up her hand to the doctor. “Don’t come any closer to us.”

The two of us moved as one. We escaped to the safety and hoped of a doctor who did not confuse diagnosis with conclusion. I could never have made that walk toward wellness alone.

小题1:When hearing his progress, what did the author’s wife usually do?

A.She would give a present to the doctor.

B.She would keep quiet and cry.

C.She would not say anything about the progress.

D.She would give her husband a big hug.小题2:From the passage we know ________.

A.the wife’s decision in crisis contributed to the husband’s wellness

B.hearing that her husband was not going to make it, the wife went out of her mind

C.the husband was diagnosed with cancer by mistake

D.the husband became weaker and weaker as a result of the treatment conducted by the doctor小题3:What can be inferred from the passage?

A.The wife loved her husband very much.

B.The doctor was a dangerous man.

C.The wife was a woman hard to get along with.

D.The husband was a man who believed everything would be OK.小题4:What would be the best title for the passage?

A.A Happy Couple in Crisis

B.In Crisis, Become As One

C.Struggle with Cancer

D.Don’t Believe the Doctor

选择题