[Direct answer]In the Beijing area, after the company merger, the original labor contract remains valid and is continued to be performed by the employing unit that inherits its rights and obligations, without the need to sign a new contract. According to Article 34 of the Labor Contract Law of the People's Republic of China, in the event of a merger or division of an employing unit, the original labor contract remains valid, and the labor contract shall be continued to be performed by the employing unit that inherits its rights and obligations. The employee's length of service shall be counted continuously, and the agreed working hours, salary, and position shall remain unchanged. If the new unit refuses to perform, unilaterally terminates, or dismisses the employee on the grounds of a change in the main body, failure to register, or internal rectification, this constitutes an illegal termination. The employee has the right to require the continuation of the contract in accordance with Article 48 of the Labor Contract Law, or to claim compensation at twice the standard of economic compensation in accordance with Articles 47 and 87. In the event of such disputes, you can seek advice.Labor arbitration and legal services for work-related injury compensation.

1. Problem background and typical scenarios

Mergers, restructurings, and acquisitions are very common in a market economy, but many workers are left confused after their companies are merged: the company they originally signed a contract with has become a new entity. Does my labor contract still apply? Who should I ask for my wages? Will my seniority be reset? Typical scenarios include: Company A is absorbed into Company B, and Company B notifies employees to sign new contracts or face termination; an internal transfer within a group company, where the new entity denies the labor relationship on the grounds that the original contract was not registered or approved; and employers using the guise of entity changes to lay off older employees due to requirements such as inspections and internal reforms. The core conflict in these scenarios is that workers fear losing their rights, while employers attempt to reset the employment relationship through entity changes. Clarifying the validity of labor contracts after a merger is the first step in protecting workers' rights.

II. Key points of dispute

After the merger, the main disputes in labor contract disputes focus on three aspects. Firstly, whether the registration with the human resources and social security department is a prerequisite for the effectiveness of the labor contract: Many employers mistakenly believe that unregistered contracts are invalid, but in fact, Article 16 of the Labor Contract Law stipulates that the contract becomes effective upon signature and stamping by both parties, and registration is just an administrative matter. Secondly, whether the renewal or internal approval affects the validity of the contract: Employers often claim that the renewal without the approval of their superiors is invalid, but the renewal is a matter of mutual agreement between the two parties, and internal procedures cannot override the rights of employees. Thirdly, whether the dismissal under the guise of rectification, inspection, etc. is a legal termination: Inspections, rectifications, and recruitment that are not in accordance with regulations are not statutory unilateral termination circumstances stipulated in Article 39 of the Labor Contract Law, and such dismissals are illegal terminations. These three types of disputes often intertwine, and it is necessary to judge them one by one in accordance with the law.

III. Professional analysis by Henglue Lawyers

Henglue Lawyers once represented a representative case of collective labor disputes: A certain employer issued termination notices to 12 employees during a supervision and inspection, citing irregularities in the recruitment procedures. All 12 employees had been providing labor, accepting management, and receiving salaries during their employment, and some of them had even renewed their labor contracts. After the lawyer took over the case, the defense was based on three core arguments: First, the labor relationship is established from the date of employment, and the written contract becomes effective upon signing and stamping by both parties. The filing with the human resources and social security department is not a prerequisite for effectiveness, so the company's claim of invalidity based on non-filing lacks legal basis. Second, the principle of mutual consent applies to contract renewal, and internal or superior-level approval is part of the company's management process, which cannot infringe upon workers' rights. Third, by comparing Article 39 of the Labor Contract Law and Article 19 of the Implementing Regulations of the Labor Contract Law, the inspection and rectification and irregular recruitment procedures are not statutory grounds for unilateral termination. The dismissal essentially constitutes an illegal termination to evade legal obligations. After going through arbitration, first-instance, and second-instance trials, the employer's termination actions were all ruled illegal, and the court ordered continued performance of the contract, achieving three consecutive victories and effectively protecting the legitimate rights and interests of the 12 workers. 恒略律师曾代理一起具有代表性的群体性劳动争议：某用人单位在巡视巡察期间，以招录手续不规范为由向十二名员工发出解除通知单方终止合同。该十二名员工在职期间均正常提供劳动、接受管理并领取工资，部分还续签了劳动合同。律师代理后围绕三个核心展开论证：第一，劳动关系自用工之日起建立，书面合同经双方签字盖章即生效，人社备案并非生效要件，公司以未备案主张无效缺乏依据；第二，续签适用协商一致原则，内部或上级审批属公司管理流程，不能对抗劳动者权益；第三，逐项对照《劳动合同法》第三十九条与《劳动合同法实施条例》第十九条，巡察整改、招录不规范均非法定单方解除情形，清退本质系规避法律的违法解除。案件历经仲裁、一审、二审，用人单位的解除行为均被认定违法，判令继续履行，实现三连胜，有效保障了十二名劳动者的合法权益。

IV. Practical suggestions and legal basis

At the legal basis level: In addition to the aforementioned Article 34 of the Labor Contract Law, Article 16 clearly stipulates that the labor contract shall take effect upon the signing or stamping by the employer and the employee; Article 39 lists the statutory circumstances under which the employer may unilaterally terminate the contract, which do not include supervision and rectification or irregular recruitment; Articles 47, 48, and 87 respectively stipulate economic compensation, continued performance, and compensation for unlawful termination. At the practical advice level: When the company merges, the employee should actively request and preserve the original labor contract, salary records, social insurance records, and attendance evidence; when receiving a request for termination or re-signing, first confirm whether the new entity inherits the obligations of the original contract; in the event of dismissal, promptly apply for arbitration and claim continued performance of the contract or compensation; for collective disputes, the employee can jointly hire a lawyer to improve the efficiency of evidence collection and negotiation. For issues involving the connection of work-related injury benefits, the employee can also learn about them at the same time.Personal injury and medical dispute services.

5. Henglue Law Firm's Reminder

The company merger does not mean that workers' rights are nullified. The law has clear provisions on the succession of labor contracts after a merger. Employers are not allowed to evade statutory employment obligations by changing their legal entities, nor are they allowed to dismiss workers on the grounds of internal rectification, failure to register, or lack of approval. For workers, the key actions are to fix evidence and claim rights in a timely manner: preserve contracts and wage and social insurance certificates, and consult professional lawyers immediately upon receiving unfavorable notifications to avoid missing the arbitration time limit. For employers, standardizing the succession process and handling employment relationships in accordance with the law are the fundamental ways to prevent collective disputes. This case is handled by Beijing Henglue Law Firm.Feng NaThe attorney (practice license number: 11101202211562923, subject to the document issued by the judicial administrative organ) acts as the agent.

VI. Frequently Asked Questions

Q1: After the company is merged by another company, is the labor contract I originally signed still valid?

It is valid. According to Article 34 of the Labor Contract Law of the People's Republic of China, if the employing unit merges or splits, the original labor contract shall remain in force, and the labor contract shall continue to be performed by the employing unit that succeeds to its rights and obligations. That is to say, the merger itself does not change the validity of the labor contract. The new company, as the successor to the rights and obligations, must continue to perform the contract according to the original contractual terms such as position, salary, and working hours, and may not require the worker to sign a new contract in order to maintain the labor relationship. Workers do not need to worry about their work experience being reset. The working years before and after the merger should be counted continuously. If the new entity denies the labor relationship on the grounds that the original contract entity no longer exists, the worker may provide evidence of the continuity of the labor relationship, such as the original labor contract, pay slips, and social insurance records, and, if necessary, confirm the validity of the contract through arbitration.

Q2: After the company merger, they didn't let me go to work and said that I needed to sign a new contract for it to be valid. Is that legal?

It's illegal. After the merger, the original labor contract remains valid, and the new employer shall directly assume the obligation to perform it, without the right to refuse to perform or stop employing the worker on the grounds of not signing a new contract. Requiring the worker to sign a new contract is not prohibited in itself, but the employer may not use the failure to sign a new contract as a pretext to deny the existence of a labor relationship, refuse to arrange work, or withhold payment. If the employer stops employing the worker or unilaterally terminates the contract for this reason, it may constitute an illegal termination. When facing such demands, the worker should keep the original contract, pay slips, attendance records, social insurance records, and communication records of the new employer's request to sign a new contract. They should clearly inform the employer that the original contract remains valid. If no agreement can be reached, they should promptly apply for arbitration and claim continued performance of the contract or compensation for illegal termination. They should never hastily sign unfavorable clauses without clarifying their rights and obligations first.

Q3: Is it illegal for the company to reset my working years, recalculate my annual leave, and offer compensation after the merger?

It's illegal. In the event of a merger or division of an employer, the working years of the employee at the original employer should be combined to calculate the working years at the new employer. This is a principle established by the Labor Contract Law and related regulations. The continuous calculation of working years directly affects the number of paid annual leave days and the calculation basis and duration of severance pay. If the new employer unilaterally resets the working years to zero after the merger and recalculates the annual leave and compensation, it infringes on the employee's rights. The employee can claim continuous calculation based on pay slips, social insurance payment records, and work certificates from the original employer. In cases where the employment subject is changed against the employee's will due to the employer's reasons, the relevant working years should especially be calculated continuously. The employee should pay attention to preserving evidence of social insurance and wages across different employers, which can be used to prove the continuity of working years in the event of a dispute.

Q4: After the company merger, they want to lay me off. Can they just offer me economic compensation and terminate the contract at will?

No. Economic compensation is the consideration when legally terminating or terminating an employment contract, but the merger itself does not constitute a reason for termination. The employer cannot use the payment of compensation as an excuse to arbitrarily dismiss employees. Only when the termination meets the statutory circumstances such as the consultation termination in Article 36 of the Labor Contract Law, the termination without fault in Article 40, or the economic layoffs in Article 41, is the termination legal and compensation is payable; if the termination is forced without statutory grounds, it is an illegal termination, and the employee may choose to demand the continuation of the contract or claim compensation of twice the standard of economic compensation in Article 47 according to Article 87. If the employer uses the merger as a pretext to dismiss employees, the court usually reviews whether the statutory termination circumstances exist. If they do not exist, it shall be deemed illegal. Employees should refuse to sign blank documents waiving their rights and retain evidence such as the termination notice.

Q5: After the company merger, they haven't signed a new contract with me and haven't laid me off either. What should I do?

The original contract remains valid, so there's no need to panic, but you should proactively assert your rights. First, keep the original labor contract, payroll records, social insurance payment records, and evidence of attendance and work arrangements to prove that you continue to provide labor under the new entity and maintain the continuity of the labor relationship and your seniority. Second, if the new unit delays signing a written contract and fails to clarify its succession obligations, you can send a written letter to confirm the labor relationship and the contract succession entity, and fix its intention to successively perform the obligations. Third, if no new written contract is signed within one month and the new entity denies the labor relationship, you can claim the double wage difference for not signing a written contract in accordance with Articles 10 and 82 of the Labor Contract Law, but only if the labor relationship itself is confirmed. Fourth, if there are arrears in wages, suspension of social insurance, or dismissal, immediately apply for arbitration. To be on the safe side, you can first file a complaint with the labor supervision and arbitration committee.Labor arbitration and legal services for work-related injury compensationEvaluate the case.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials, so as to avoid missing the statutory time limit.Labor arbitration legal services·Attorney Feng Na·Beijing Henglu Law Firm