On December 30, the website of the State Administration of Market Supervision and Administration issued an announcement on the Guidelines for Enterprise Cancellation (Revised in 2025).
I. The basic procedures
for enterprises to withdraw from the market are usually three main processes for enterprises to terminate their business activities and withdraw from the market, namely, dissolution, liquidation, distribution and cancellation of registration. For example, according to the provisions of the Company Law, before the formal termination of a company, it is necessary to declare dissolution according to law, set up a liquidation group to liquidate the company's property, pay taxes, clear up creditor's rights and debts, pay employees'wages and social insurance expenses (including medical treatment, disability allowance, pension expenses, and laws and regulations). After the liquidation of the Company is completed, a liquidation report shall be prepared and the registration of the Company shall be cancelled.
2. Reasons
for enterprise cancellation If an enterprise needs to be terminated due to dissolution, bankruptcy or other legal reasons, it shall apply to the registration authority for cancellation of registration according to law. The enterprise shall be terminated upon the cancellation of registration by the registration authority. If the cancellation of an enterprise is subject to approval according to law, it shall apply to the registration authority for cancellation of registration after approval.
(1) Dissolution
1. Refers to the shareholders'meeting of a company, the legal person investor (competent department) of a non-corporate enterprise, the partner of a partnership enterprise, the investor of a sole proprietorship enterprise, the general meeting or member Congress of a farmer's professional cooperative (association), the operator of an individual industrial and commercial household, The branch shall be dissolved at the will of the subordinate enterprise (unit). For example, the dissolution of the company includes: the expiration of the business term stipulated in the articles of association of the company or the occurrence of other reasons for dissolution stipulated in the articles of association of the company; the resolution of the shareholders' meeting to dissolve the company; the need for dissolution due to the merger or division of the company. The circumstances of dissolution of the partnership include: all partners decide to dissolve the partnership; the reasons for dissolution stipulated in the partnership agreement occur; the partners decide not to operate any more after the expiration of the partnership term. The circumstances of dissolution of a sole proprietorship enterprise include: the investor's decision to dissolve the sole proprietorship enterprise. Dissolution of farmers' professional cooperatives (union) includes: the resolution of the general meeting of members to dissolve; the reasons for dissolution stipulated in the articles of association; the need for dissolution due to merger or division, etc.
2. It is usually divided into administrative decision dissolution and people's court decision dissolution. The dissolution of an administrative decision includes the revocation of the business license, the order to close down or the cancellation according to law. The judgment of dissolution by the people's court refers to the circumstance that the shareholders holding more than 10% of the voting rights of the company may request the people's court to dissolve the company in accordance with the provisions of the Company Law, if the company has serious difficulties in its operation and management, and the continued existence of the company will cause great losses to the interests of the shareholders, which cannot be solved by other means. In case of any cause of dissolution, the
Company shall publicize the cause of dissolution through the national enterprise credit information publicity system within ten days.
(2) Bankruptcy. When an enterprise is declared bankrupt, it means that according to the provisions of the Enterprise Bankruptcy Law, the enterprise is unable to pay off its due debts, and its assets are insufficient to pay off all its debts or obviously lack the ability to pay off its debts. After examination by the people's court, the enterprise has not been reconciled or reorganized, and is declared bankrupt by the people's court.
3. It is the legal obligation of an enterprise to carry out liquidation
according to law before its cancellation. The Civil Code stipulates that when a legal person is dissolved, except in the case of merger or division, the liquidation obligor shall promptly form a liquidation group to carry out liquidation. If an organization without legal personality is dissolved, it shall be liquidated according to law. The important content of liquidation is to liquidate all kinds of assets and settle all kinds of creditor's rights and debts. The purpose of liquidation is to protect the interests of creditors, investors, enterprises, employees and the public. The procedures for the liquidation of a legal person and the powers of the liquidation group shall be in accordance with the provisions of the relevant laws; where there are no such provisions, the relevant provisions of the company law shall apply by reference.
(1) Establish a liquidation group. The Civil Code stipulates that the directors, directors and other executive bodies or members of the decision-making body of a legal person are the obligors of liquidation. Where laws and administrative regulations provide otherwise, such provisions shall prevail. If the liquidation obligors fail to perform their liquidation obligations in time and cause damage, they shall bear civil liabilities. The competent authorities or interested parties may apply to the people's court to appoint relevant persons to form a liquidation group to carry out liquidation.
1. The Company shall set up a liquidation group within 15 days from the date of occurrence of the cause of dissolution, which shall be responsible for clearing up the Company's property, creditor's rights and debts. The directors shall be the obligors of the liquidation of the company. The liquidation group of the company shall consist of the directors, unless it is otherwise prescribed by the articles of association or the resolution of the shareholders' meeting to elect others. Creditors, shareholders, directors or other interested parties may apply to the people's court to appoint relevant persons to form a liquidation group to carry out liquidation if the liquidation group is not formed
within the time limit or if the liquidation is not carried out after the establishment of the liquidation group. While complying with the mandatory provisions of laws and regulations, the selection of the liquidation group shall fully respect the wishes of the company. The members of the liquidation group may be determined in advance in the articles of association, or the resolution method for the selection of the members of the liquidation group may be stipulated in the articles of association. If there are no provisions or unclear provisions in the articles of association, the members of the liquidation group shall be elected by the resolution of the shareholders'meeting. For the selection of the
liquidation group, the company can fully consider whether it can facilitate the smooth progress and rapid completion of the liquidation of the company and complete the liquidation affairs at a lower cost, taking into account the size of the liquidation group and the workload of the liquidation affairs. Internal personnel familiar with the company's affairs and institutions and personnel with professional knowledge of auditing and accounting are encouraged to serve as members of the liquidation group. The members of the
liquidation group may be natural persons, legal persons or other organizations. If the member is a legal person or other organization, it shall appoint relevant personnel to participate in the liquidation.
2. An unincorporated enterprise legal person may be liquidated by the investor (competent department) or by organizing relevant personnel.
3. When a partnership enterprise is dissolved, it shall be liquidated by the liquidator. The liquidating members shall be assumed by all the partners; with consent by a majority of the partners, one or more partners may be designated, or a third person may be appointed, to act as the liquidating member (s) within 15 days of the occurrence of the cause for dissolution. If the liquidator is not designated within 15 days of the occurrence of the cause for dissolution of the partnership, the partners or other interested parties may petition the People's Court to appoint a liquidator.
4. When a sole proprietorship enterprise is dissolved, the sole proprietor shall liquidate itself or the creditors shall apply to the people's court to appoint a liquidator for liquidation.
5. Where a farmer's professional cooperative (association) is dissolved, it shall, within 15 days from the date of the occurrence of the cause of dissolution, elect members by the general meeting of members to form a liquidation group to start the dissolution and liquidation. If a liquidation group cannot be formed within the time limit, the members and creditors may apply to the people's court for appointing members to form a liquidation group to carry out liquidation.
(2) Duties of the liquidation group. Taking the company as an example, in the process of company liquidation, the liquidation group has the authority to carry out liquidation business internally and represent the company in liquidation externally. Any civil action involving a company shall be proceeded in the name of the company before the liquidation of the company and the deregistration thereof are completed. Where the Company has established a liquidation group, the person in charge of the liquidation group shall participate in the litigation on behalf of the Company; where the liquidation group has not been established, the original legal representative shall participate in the litigation on behalf of the Company. The affairs of the company that can be carried out by the
liquidation group are those for the purpose of liquidation, not all of them. As the company in liquidation still has the subject qualification, the liquidation group cannot replace the functions and powers of the shareholders' meeting and the board of supervisors. The shareholders' meeting is still the authority of the company, and the liquidation group shall report the liquidation progress to the shareholders' meeting in a timely manner. Major matters of the Company, such as the election and dismissal of the liquidation group, the confirmation of the liquidation plan and the confirmation of the liquidation report, shall still be decided by the shareholders' meeting. The liquidation work of the liquidation group is still subject to the supervision of the supervisory body of the company, the board of supervisors, which promptly reminds and corrects the improper and irregular acts of the liquidation group. The members of the
liquidation group shall perform the liquidation duties and bear the obligations of loyalty and diligence. If a member of the liquidation group neglects to perform the liquidation duties and causes losses to the company or its creditors, he shall be liable for compensation. The status of the liquidation group (person) of other business entities shall be applicable with reference to the liquidation group of the Company.
(3) Issuing the information of the liquidation team and the announcement of the creditors. Within ten days from the date of establishment, the liquidation group shall announce the information of the liquidation group through the national enterprise credit information publicity system. At the same time, the liquidation group shall notify the creditors in a timely manner, and publish the announcement of creditors to the public free of charge through the national enterprise credit information publicity system within 60 days, or through newspapers in accordance with the law. The announcement period is 45 days (if the sole proprietorship enterprise cannot notify the creditors, the announcement period is 60 days). The market supervision department synchronously shares the information of the liquidation group with the tax department.
1. In accordance with relevant laws and regulations, companies, partnerships and farmers' professional cooperatives (associations) need to announce the information of the liquidation group in accordance with the law, while non-corporate legal persons are liquidated by the competent authorities and sole proprietorship enterprises by the investors themselves, and there is no need to announce the information of the liquidation group.
The enterprise shall announce the information of the liquidation group through the national enterprise credit information publicity system. It mainly includes: name, unified social credit code/registration number, registration authority, date of establishment of the liquidation group, reason for cancellation, office address of the liquidation group, contact telephone number of the liquidation group, members of the liquidation group (name/name, certificate type/certificate type, certificate number/certificate number, contact telephone number, address, whether to be the person in charge of the liquidation group), etc.
2. (1) The liquidation group of the company shall notify the creditors within 10 days from the date of its establishment and issue a creditor announcement within 60 days. Creditors shall declare their claims to the liquidation group within 30 days from the date of receipt of the notice, or within 45 days from the date of the announcement if they have not received the notice.(2) The liquidator of the partnership enterprise shall notify the creditors of the dissolution of the partnership enterprise within 10 days from the date of determination, and shall issue a creditor announcement within 60 days. Creditors shall declare their claims to the liquidator within 30 days from the date of receipt of the notice, or within 45 days from the date of the public announcement for those who have not received the notice. (III) Where the sole proprietor of a sole proprietorship enterprise conducts liquidation on his own, he shall notify his creditors in writing within fifteen days prior to liquidation, and where he is unable to do so, he shall issue an announcement to creditors. Creditors shall declare their claims to the investor within 30 days from the date of receipt of the notice, or within 60 days from the date of the public announcement if they have not received the notice. (4) The liquidation group of a farmer's specialized cooperative (association) shall notify the members and creditors of the farmer's specialized cooperative (association) within 10 days from the date of its establishment, and issue a creditor announcement within 60 days. Creditors shall declare their claims to the liquidation group within 30 days from the date of receipt of the notice, or within 45 days from the date of the announcement if they have not received the notice. If all members and creditors have received the notice within the prescribed period, the liquidation group shall be exempted from the obligation of announcement. (5) If a non-corporate enterprise legal person issues a creditor announcement, it may issue it through a newspaper or the national enterprise credit information publicity system. The information of
creditor announcement mainly includes: name, unified social credit code/registration number, registration authority, announcement period from, announcement period to, announcement content, contact person for creditor's rights declaration, contact telephone number for creditor's rights declaration, and address for creditor's rights declaration.
(Four) carry out liquidation activities. The liquidation group shall be responsible for liquidating the assets of the enterprise, preparing a balance sheet and an inventory of assets respectively; handling the unfinished business related to the liquidation; settling the wages, social insurance premiums, statutory compensations and compensations of the staff and workers; and paying the fines and penalties imposed by the administrative and judicial organs; Pay taxes owed and taxes incurred in the process of liquidation to the customs and tax authorities and handle relevant formalities, including late fees, fines, payment of taxes required to be paid in advance for the release of customs supervision of goods subject to tax reduction and exemption, submission of relevant licenses required to be made up, liquidation of enterprise income tax, liquidation of land value-added tax, settlement of export tax refund (exemption), payment of invoices and tax control equipment, etc.; The liquidation income of a partnership enterprise or a sole proprietorship enterprise shall be regarded as the annual production and operation income, and the investor shall pay the individual income tax in accordance with the law; the taxpayer who commits tax-related illegal acts shall accept the punishment and pay the fine; settle the unpaid social insurance premiums, late fees and fines; clear up the creditor's rights and debts; and distribute the remaining property of the enterprise after paying off the debts; Participate in civil litigation activities on behalf of the enterprise; handle branch cancellation registration; handle foreign investment, equity pledge, etc.
(5) Distribution of surplus property. Taking the company as an example, after clearing up the company's property, preparing the balance sheet and the list of property, the liquidation group shall formulate a liquidation plan and submit it it to the shareholders'meeting or the people's court for confirmation. The remaining assets of a company after paying the liquidation expenses, wages of employees, social insurance premiums and statutory compensation, paying taxes owed and paying off the debts of the company shall be distributed in proportion to the capital contributions of the shareholders in a limited liability company and in proportion to the shares held by the shareholders in a joint stock limited company. During the liquidation period, the company shall continue to exist, but shall not carry out business activities unrelated to the liquidation. The assets of the company shall not be distributed to the shareholders before they have been paid off in accordance with the provisions of the preceding paragraph.
(6) To prepare a liquidation report. 1.The confirmation of the liquidation report by the shareholders' meeting of a limited liability company must be signed and confirmed by shareholders representing more than two-thirds of the voting rights; the confirmation of the liquidation report by the shareholders' meeting of a joint stock limited company must be signed and confirmed by the chairman of the shareholders' meeting and the directors present at the meeting. A wholly state-owned company shall be signed and confirmed by the State Council, the local people's government or the state-owned assets supervision and administration institution of the people's government at the same level authorized by the State Council or the local people's government. 2.3.4.5.6
IV. Cancellation of registration
by enterprises After liquidation, enterprises shall apply for cancellation of tax registration, enterprise registration, social insurance registration and enterprise bank settlement accounts. Enterprises involved in customs declaration and other related businesses shall also need to cancel the filing of customs declaration units.
Enterprises can simultaneously handle tax cancellation, enterprise cancellation registration, customs declaration unit filing cancellation, cancellation of social insurance registration, bank settlement account cancellation booking, enterprise seal cancellation and other related cancellation matters through the "one thing" area of enterprise cancellation registration on government service platforms at all levels.
(1) General cancellation process
1.
When a taxpayer applies to the tax authorities for cancellation, the tax authorities shall conduct a pre-inspection of tax cancellation to check whether the taxpayer has outstanding matters.
(1) If a taxpayer who has not handled tax-related matters voluntarily goes to the tax department for tax clearance and there is no tax-related risk after system scanning, the tax department may issue tax clearance documents immediately according to the business license provided by the taxpayer.
(2) For the taxpayer who meets the conditions for immediate handling of tax cancellation, if the information is complete, the tax department shall issue the tax clearance document immediately; if the information is incomplete, the tax department may issue the tax clearance document immediately after making a commitment. Taxpayers should complete the information and complete the relevant matters according to the promised time limit. The specific conditions are:
① Taxpayers who have handled tax-related matters but have not received invoices (including invoices issued on behalf of others), have no tax arrears (late fees) and fines, and have no other unfinished matters, take the initiative to go to the tax authorities for tax clearance;
② Taxpayers who are not in the state of tax inspection, have no tax arrears (late fees) and fines, have paid and cancelled special invoices for value-added tax and tax control equipment, and meet one of the following conditions:
● Taxpayers whose tax payment credit rating is A-level and B-level;
● M-level taxpayers whose holding parent company's tax payment credit rating is A;
● Enterprises established by talents introduced by the provincial people's government or industry leaders recognized by industry associations and other institutions at or above the provincial level;
● Regular quota individual industrial and commercial households not included in the tax payment credit management; Taxpayers who
have not reached the threshold of value-added tax.
(3) For those who do not meet the immediate handling conditions of the commitment system (or those who meet the immediate handling conditions of the commitment system but the taxpayer is unwilling to make a commitment), the tax department shall issue a Notice of Tax Matters to the taxpayer (informing the taxpayer of the outstanding matters), and the taxpayer may apply for tax cancellation only after the taxpayer has completed the outstanding matters.
(4) For an enterprise that has been declared bankrupt or compulsorily liquidated by the people's court, if the administrator applies for tax cancellation with the ruling of the people's court on the termination of bankruptcy proceedings or the ruling of compulsory liquidation proceedings, the tax authorities shall issue tax clearance documents immediately.
(5) Taxpayers do not need to apply to the tax authorities for termination of the "Entrusted Deduction Agreement" before tax cancellation. After the tax authorities have completed the tax cancellation, the entrusted deduction agreement shall be automatically terminated.
(6) Notes. If there are tax-related matters that should be completed but not completed before the tax cancellation according to law, the enterprise shall apply for cancellation after the completion of the tax cancellation. If there are tax-related matters that have not been completed and do not meet the conditions for immediate handling of the commitment system, the tax authorities shall not cancel them. For example, those who hold equity investments such as equity and stocks, creditor's rights investments or land use rights, real estate and other assets that have not been liquidated and paid taxes in accordance with the law; partnership enterprises and sole proprietorship enterprises that have not been liquidated and paid personal income tax in accordance with the law; export tax refund enterprises that have not settled export tax refund (exemption) shall not be cancelled.
2. The liquidation group shall submit to the registration authority the application for cancellation of registration of the enterprise, the resolution or decision of dissolution, the confirmed liquidation report and the tax clearance certificate and other relevant materials to apply for cancellation of registration. If the registration authority and the tax authority have shared the tax clearance information of the enterprise, the enterprise does not need to submit the paper tax clearance certificate; if the original and duplicate of the paper business license have been obtained, the original and duplicate of the business license shall be returned. Where a wholly state-owned company applies for cancellation of registration, it shall also submit the decision of the state-owned assets supervision and administration institution, and for an important wholly state-owned company determined by the State Council, it shall also submit a copy of the approval document of the people's government at the same level. If the announcement of creditors is published only through newspapers, the sample newspaper of the announcement published in accordance with the law shall be submitted. Before applying for cancellation of registration, an enterprise shall handle the cancellation of registration of its branches according to law, and handle the transfer or cancellation of equity of foreign investment enterprises.
3. The enterprise shall submit the application for cancellation of social insurance registration and other relevant cancellation documents to the original social insurance registration institution within 30 days from the date of cancellation of enterprise registration, and go through the formalities for cancellation of social insurance registration. Enterprises shall cancel the registration of social insurance after settling the arrears of social insurance premiums, late fees and fines.
4. When an enterprise applies for cancellation of registration through the "one thing" area of the government service platform at all levels, it shall conduct pre-inspection and inquiry on the "customs record items" through the "cancellation pre-inspection" service of the platform. Enterprises involved in customs declaration business can submit applications for cancellation of customs declaration units synchronously through government service platforms at all levels. Enterprises involved in customs declaration business through the "single window" of international trade (HTTP://www.singlewindow.cn) and "Internet + Customs" (HTTP://online. Customs. Gov.) shall confirm that the relevant customs formalities have been completed before the cancellation of registration.
5. When an enterprise cancels its registration, it shall apply to the opening bank for account cancellation and go through the formalities for account cancellation of bank settlement account in time.
(2) Simple cancellation process
1.
Enterprises (except listed joint stock limited companies) have not incurred creditor's rights and debts during their existence or have completed the liquidation of creditor's rights and debts. If all investors make a written commitment to bear legal liability for the authenticity of the above situation, they may cancel the registration in accordance with the summary procedure if they have not incurred or have settled the liquidation expenses, employee wages, social insurance expenses, statutory compensation, and taxes payable (late fees and fines).In any of the following circumstances, the simplified cancellation procedure is not applicable: the
enterprise must obtain approval before cancellation of registration as stipulated by laws, administrative regulations or decisions of the State Council; its business license is revoked, it is ordered to close down, or it is revoked; it is included in the list of abnormal operations or the list of serious violations of law and dishonesty in market supervision and management; Where the equity (share of property) is frozen, pledged or mortgaged, or there is investment in other enterprises; where the company still holds equity investment such as equity, stock, creditor's right investment or land use right, house property and other assets; where the company fails to declare the income tax liquidation in accordance with the law or fails to pay the income tax for the liquidation income; where the company has not paid the customs tax (including the overdue fine); Being placed on file for investigation or under administrative compulsion, being in the process of litigation or arbitration; being subject to fines and other administrative penalties that have not yet been executed; other circumstances not applicable to simple cancellation of registration.
There are three situations in which the simple cancellation registration procedure is not applicable, namely, "being listed in the list of abnormal business operations of enterprises", "being frozen, pledged or mortgaged by equity (share of property)", "the non-legal person branch of an enterprise has not gone through the cancellation registration procedure", and there is no need to revoke the simple cancellation publicity. After the abnormal state disappears, the application for simple cancellation of registration can be publicized again according to the procedure. If the text and form of the letter of commitment are not standardized, the market supervision department shall accept the application for simple cancellation after the enterprise has made corrections, and there is no need to re-publicize it. 2.3
.
(1) Enterprises that meet the applicable conditions log on to the "One Network" service platform or the "Simple Cancellation Announcement" column of the National Enterprise Credit Information Publicity System, and voluntarily announce to the public the information such as the proposed application for simple cancellation registration and the commitment of all investors. The publicity period is 20 days.
(2) During the publicity period, interested parties and relevant government departments may raise objections and briefly state their reasons through the "objection message" function in the column "Simple Cancellation Notice" of the National Enterprise Credit Information Publicity System. Beyond the publicity period, the publicity system will no longer accept objections.
(3) After obtaining the information of the proposed application for simple cancellation of registration pushed by the market supervision department through information sharing, the tax department shall, in accordance with the prescribed procedures and requirements, inquire the tax information system to verify the relevant tax-related and social insurance premiums, and shall not apply to the taxpayers who are shown by the inquiry system as follows. Tax authorities do not raise objections: First, taxpayers who have not handled tax-related matters; Second, taxpayers who have handled tax-related matters but have not received invoices (including invoices issued on behalf of others), have no tax arrears (late fees) and fines, and have no other tax-related matters that have not been settled; Third, taxpayers who have completed tax clearance procedures such as paying and canceling invoices and settling taxes payable when inquiring; Fourth, there are no arrears of social insurance premiums, late fees and fines.
(4) After the expiration of the publicity period, if there is no objection within the publicity period, the enterprise may apply to the registration authority for simple cancellation of registration within 20 days from the expiration of the publicity period. If it fails to do so at the expiration of the time limit, the registration authority may extend the time limit according to the actual situation, and the grace period shall not exceed 30 days, that is, the enterprise shall go through the simple cancellation of registration within 50 days from the expiration of the publicity period at the latest. Enterprises shall not engage in production and operation activities unrelated to cancellation after publicity.
4.
Individual industrial and commercial households registered after the implementation of the reform of "integration of two certificates" of business license and tax registration certificate shall cancel their registration through summary procedures without submitting a letter of commitment or publicity. After submitting the application for simple cancellation of registration, the market supervision department shall, within one working day, push the relevant information of the individual business household to apply for simple cancellation of registration through the provincial unified credit information sharing and exchange platform, the government information platform and the data interface between departments (collectively referred to as the information sharing and exchange platform). If the tax and other relevant departments do not raise any objection within 10 days, the market supervision department may directly handle the simple cancellation of registration. For details, please refer to the Notice of the State Administration of Taxation of the State Administration of Market Supervision on Further Improving the Simple Cancellation of Registration to Facilitate the Market Withdrawal of Small and Medium-sized Enterprises (Guo Shi Jian Zhu Fa [2021] No.45).
(3) The "one thing" process
of enterprise cancellation registration refers to the "one thing" area of enterprise cancellation registration relying on government service platforms at all levels (hereinafter referred to as the cancellation platform), through real-time sharing of information. Tax cancellation, enterprise registration cancellation, customs declaration unit filing cancellation, social security cancellation, seal cancellation and other departments involved in enterprise withdrawal can apply for "one form filling", "one submission" and "one network operation". At the same time, with the authorization and consent of the enterprise, the relevant bank shall provide the reservation service for the cancellation of the bank settlement account according to the application information of the enterprise.
1.2.3.4.5.6.7.8
.
Guidelines
for handling special circumstances (1) There are problems such as shareholders losing contact and not cooperating. Where it is difficult for a limited liability company to be cancelled due to the loss of contact or non-cooperation of its shareholders, it shall notify all shareholders in writing and in a newspaper announcement, convene a shareholders' meeting to form a resolution on the voting proportion in accordance with the law and the articles of association, set up a liquidation group and apply to the enterprise registration authority for cancellation of registration after the liquidation is completed.
(2) It is impossible to organize liquidation by itself. If an enterprise has been dissolved, but the investor (director) who has the liquidation obligation refuses to perform the liquidation obligation or is unable to establish a liquidation group to carry out the liquidation because of the lack of contact, the shareholders, directors and interested parties may act in accordance with the Company Law, the Partnership Enterprise Law, the Sole Proprietorship Enterprise Law and the Farmer's Professional Cooperative Law. Apply to the people's court to appoint relevant personnel to form a liquidation group to carry out liquidation. Where a company is dissolved because its business license is revoked, it is ordered to close down, or it is canceled, the department that made the decision of business license revocation, order to close down, or cancellation, or the registration authority, may apply to the people's court to appoint relevant persons to form a liquidation group to carry out liquidation. If the liquidation group finds that the assets of the enterprise are insufficient to pay off the debts after liquidating the assets and preparing the balance sheet and the list of assets, it shall apply to the people's court for bankruptcy liquidation according to law. Where the people's court rules on compulsory liquidation or declares bankruptcy, the enterprise liquidation group and the bankruptcy administrator may directly apply to the registration authority for cancellation of registration on the basis of the ruling of the people's court on the termination of the compulsory liquidation procedure or the bankruptcy procedure.
(3) It is impossible to log on to the national enterprise credit information publicity system to publish the announcement of dissolution, the announcement of liquidation group information and the announcement of creditors. In the process of cancellation of registration, if the registration liaison officer or the registration liaison officer who has not been filed with the registration authority has changed, the registration liaison officer may be filed with the registration authority and then log on to the national enterprise credit information publicity system to publish the dissolution announcement, the liquidation group information announcement and the creditor announcement. If a revoked enterprise has similar problems, it may also issue a public announcement or announcement through the national enterprise credit information publicity system by means of a registered liaison officer.
(4) There is a problem of loss of business license and official seal. If an enterprise applies to the registration authority or tax authority for cancellation and its business license or official seal is lost, the following requirements shall apply: 1.2.3.4.5. If an enterprise that has been cancelled applies to a bank for cancellation of a bank settlement account, it may refer to the above provisions in case of loss of its official seal.
(5) There is a problem that the business license refuses to be returned or cannot be returned. If the registration authority makes a decision to cancel the registration according to law, the enterprise shall return the paper business license, and if it refuses to return or is unable to return the paper business license, the registration authority shall announce the invalidation of the business license through the national enterprise credit information publicity system.
(6) There are problems of death, cancellation or revocation of shareholders (investors). Where the enterprise is unable to handle the deregistration due to the death, deregistration or cancellation of a shareholder (contributor) of the enterprise, all the legal successors of the shareholder's (contributor's) equity (capital contribution rights and interests) or all the investors of the shareholder (contributor) may handle the matters related to the deregistration in accordance with the law on behalf of the shareholder (contributor), and the relevant information on the deregistration shall be stated in the deregistration resolution. If the death of a natural person shareholder makes it difficult to cancel the registration of the enterprise in which he has contributed capital, his successor may cancel the registration on his behalf. The heir with the right shall submit the identity certificate and the relevant proof of inheritance.
(7) There is a problem that the affiliated enterprises of the branches have been cancelled. Before applying for cancellation of registration, an enterprise shall go through the cancellation of registration of its branches according to law. If the branch cannot be cancelled due to the fact that the affiliated enterprise has been cancelled but has not handled the cancellation registration of the branch, the successor may apply for the cancellation in accordance with the relevant provisions if the cancelled enterprise has a legal successor; if the cancelled enterprise has no legal successor, all shareholders (investors) registered at the time of cancellation of the cancelled enterprise shall apply for the cancellation.
(8) There is a problem that the legal representative declares missing, dead or does not cooperate with the cancellation of registration. 1. Partnerships and farmers' professional cooperatives (associations) shall be implemented by reference. 2.
(9) Cancellation of revoked enterprises. 1. If the revoked enterprise is unable to issue the original revocation certificate, it may submit a screenshot of the website of the revocation announcement, a screenshot of the national enterprise credit information publicity system or an enterprise inquiry form issued by the registration authority. If the registration authority can independently inquire about the revocation status of the enterprise, it will no longer require the enterprise to provide the revocation certification materials. 2.
(X) Other issues. Taxpayers who
are in an abnormal state of taxation shall first remove the abnormal state and go through the formalities of tax declaration before they go through the tax cancellation.Under the following circumstances, the tax authorities may print the Confirmation Form of Batch Zero Declaration for the corresponding tax categories and related surcharges, and process them in batches after confirmation by the taxpayer:
1. During the abnormal period, the declaration of value-added tax, consumption tax and related surcharges that need to be supplemented is zero declaration;
2.
VI. Cancellation of Legal Liability and Reminder
of Relevant Provisions (1) If a company fails to notify or announce its creditors in accordance with the provisions of this Law during merger, division, reduction of registered capital or liquidation, the company registration authority shall order it to make corrections. A fine of not less than RMB 10,000 and not more than RMB 100,000 shall be imposed on the company. (According to Article 255 of the Company Law)
(2) If a company conceals its property, makes false records in its balance sheet or inventory of property, or distributes its property before paying off its debts, it shall be ordered by the company registration authority to make corrections. A fine of not less than 5% but not more than 10% of the amount of the company's assets distributed prior to concealing the company's assets or paying off the company's debts shall be imposed on the company; a fine of not less than 10,000 yuan but not more than 100,000 yuan shall be imposed on the directly responsible person in charge and other directly responsible persons. (According to Article 256 of the Company Law)
(3) If the legal facts that should be liquidated occur before the implementation of the Company Law and disputes arise over the liquidation liability, the provisions of the laws and judicial interpretations at that time shall apply. Article 232 of the Company Law shall apply if the legal facts that should be liquidated occur before the implementation of the Company Law, but less than 15 days before the implementation date of the Company Law, and the time limit for the liquidation obligor to perform the liquidation obligations shall be recalculated from the implementation date of the Company Law. (According to Article 6 of Several Provisions of the Supreme People's Court on the Application of the Time Effect of the Company Law of the People's Republic of China)
(4) When the company is liquidated, the liquidation group fails to perform the obligations of notification and announcement in accordance with the provisions, resulting in the failure of creditors to declare their claims in time and to be paid off. Where any creditors claim that the members of the liquidation group shall be liable for compensation for the losses caused thereby, the people's court shall support the claim according to law. (According to Paragraph 1 of Article 11 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II))
(5) If the implementation of the unconfirmed liquidation plan by the liquidation group causes losses to the company or creditors, the company, shareholders or creditors claim that the members of the liquidation group shall be liable for compensation. The people's court shall support it according to law. (Paragraph 2 of Article 15 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II))
(6) The shareholders of a limited liability company, the directors and controlling shareholders of a joint stock limited company fail to set up a liquidation group to start liquidation within the statutory time limit, resulting in the depreciation, loss, damage or loss of the company's property. Where a creditor claims that it shall be liable for the debts of the company within the scope of the losses caused, the people's court shall support it in accordance with the law. (According to Article 18, paragraph 1, of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (2))
(7) The shareholders of a limited liability company, the directors of a joint stock limited company and the controlling shareholders of a limited liability company are negligent in fulfilling their obligations, resulting in the loss of the company's main property, accounts, important documents, etc. Where any creditor claims that it shall be jointly and severally liable for the debts of the company, the people's court shall support it in accordance with the law. (According to Article 18, paragraph 2, of the Provisions of the Supreme People's Court on Several Questions Concerning the Application of the Company Law of the People's Republic of China (2))
(8) Shareholders of limited liability companies, directors and controlling shareholders of joint s Tate companies, and actual controllers of companies maliciously dispose of company property after the dissolution of the company. Or cheats the company registration authority to cancel the registration of the legal person with a false liquidation report without liquidation according to law, and the people's court shall support the claim by the creditors that it shall bear the corresponding liability for compensation for the debts of the company. (According to Article 19 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II))
(IX) The dissolution of a company shall apply for cancellation of registration after the liquidation is completed in accordance with the law. Where the company handles deregistration without liquidation, hence causing liquidation of the company unable to be conducted, if any creditors claim that the shareholders of the limited liability company, the directors and controlling shareholders of the joint stock limited company and actual controllers of the company shall jointly or severally assume the liability of liquidation for the debts of the company, the people's court shall support the claim. (Paragraph 1 of Article 20 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II))
(10) Where a company cancels its registration without liquidation in accordance with the law, the shareholders or the third party promise to be liable for the debts of the company when the company registration authority cancels its registration. Where a creditor claims that it shall bear corresponding civil liabilities for the debts of the company, the people's court shall support it in accordance with the law. (Paragraph 2 of Article 20 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II))
(11) When the company's property is insufficient to pay off its debts, the creditor claims that the shareholder has not paid his capital contribution. As well as other shareholders or promoters at the time of the company's establishment who are jointly and severally liable for the company's debts to the extent of their unpaid capital contributions, the people's court shall support them in accordance with the law. (Paragraph 2 of Article 22 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II))
(12) When members of the liquidation group engage in liquidation affairs, they violate laws, administrative regulations or articles of association of the company and cause losses to the company or creditors, and the company or creditors claim that they are liable for compensation. The people's court shall support it according to law. (According to Article 23, paragraph 1, of the Provisions of the Supreme People's Court on Several Questions Concerning the Application of the Company Law of the People's Republic of China (2))
(13) Where a business entity submits false materials or conceals important facts by other fraudulent means in the C ancellation of registration, it obtains the cancellation of registration. The registration authority may impose penalties such as confiscation of illegal income and fines in accordance with the law, and may cancel the registration in accordance with the law. While restoring the qualification of the business entity, the registration authority shall include the entity in the list of serious violations of law and dishonesty in accordance with the provisions of Article 10 of the Measures for the Administration of the List of Serious Violations of Law and Dishonesty in Market Supervision and Administration, and publicize it through the "Credit China" website and the national enterprise credit information publicity system. If an applicant knowingly or reasonably knows that he has submitted false materials or concealed important facts by other fraudulent means for cancellation of registration, but still accepts entrustment or assists him in false registration, the registration authority shall confiscate the illegal income and impose a fine of less than 100000 yuan. The person directly responsible for the false registration shall not apply for the registration of the business entity again within three years from the date of the cancellation of the registration. (According to Articles 40 and 44 of the Regulations on the Registration and Administration of Market Subjects, Articles 53 and 71 of the Rules for the Implementation of the Regulations on the Registration and Administration of Market Subjects, and Article 10 (2) of the Measures for the Administration of the List of Serious Violations of Law and Dishonesty in Market Supervision and Administration)
(14) Enterprises shall cancel their registration. It shall declare its liquidation income to the tax authorities and pay enterprise income tax in accordance with the law. (According to Paragraph 2 of Article 55 of the enterprise income tax Law)
(15) If an individual industrial and commercial household terminates its production and operation, it shall settle the relevant tax matters with the competent tax authorities before canceling its registration. [In accordance with Article 41 of the Measures for the Calculation of Individual Income Tax for Individual Business Households (Decree No.35 of the State Administration of Taxation)]
(16) When a partnership enterprise or a sole proprietorship enterprise is liquidated, the investor shall settle the relevant tax matters with the competent tax authorities before the cancellation of registration. The liquidation income of an enterprise shall be regarded as the annual production and operation income, and the investors shall pay individual income tax according to law. Article 16, paragraph 1, of the Circular of the State Administration of Taxation of the Ministry of Finance on the Issuance of the Provisions on the Levy of Individual Income Tax on Investors of Sole Proprietorship Enterprises and Partnership Enterprises (Fiscal and Tax [2000] 91)
(17) Enterprises are transformed from legal persons into unincorporated organizations such as sole proprietorship enterprises and partnership enterprises. Or the place of registration is transferred outside the People's Republic of China (including Hong Kong, Macao and Taiwan), it shall be regarded as the liquidation and distribution of the enterprise, and the shareholders shall reinvest to establish a new enterprise. The tax basis of all assets and shareholder investments of an enterprise shall be determined on the basis of fair value. (
18) If a taxpayer fails to declare for tax cancellation within the prescribed time limit, the tax authorities shall order him to make corrections within the prescribed time limit and may impose a fine of less than 2000 yuan; If the circumstances are serious, a fine of not less than 2000 yuan but not more than 10000 yuan shall be imposed. (Paragraph 1 of Article 60 of the Law on the Administration of Tax Collection)
(19) Where a taxpayer forges, alters, conceals or destroys accounting books or accounting vouchers without authorization, or overstates expenditure or does not list or understates income in accounting books, or refuses to declare or makes false tax declarations after being notified by the tax authorities to declare, and fails to pay or underpay the tax payable, It's tax evasion. Where a taxpayer evades taxes, the tax authorities shall pursue the payment of the taxes unpaid or underpaid and the late fee, and impose a fine with the amount from 50% to five times of the taxes unpaid or underpaid; if such acts constitute an offence, criminal responsibility shall be investigated in accordance with the law. (Paragraph 1 of Article 63 of the Law of the People's Republic of China on the Administration of Tax Collection)
(20) Taxpayers who meet the conditions for the liquidation of land value-added tax and apply for the cancellation of tax registration but fail to go through the liquidation procedures for land value-added tax shall carry out the liquidation of land value-added tax before the cancellation of registration. (
21) There is evidence that the applicant has obviously abused the independent status of the company as a legal person and the limited liability of the shareholders by changing the legal representative, shareholders, registered capital or canceling the company. Where a company maliciously transfers property, evades debts or evades administrative punishment, which may endanger the public interest, the company registration authority shall not handle the relevant registration or filing according to law, and the company that has already done so shall be revoked.(22) If a company has been revoked its business license, ordered to close down or revoked, and has not applied to the company registration authority for cancellation of its registration for three years, the company shall be registered in accordance with Article
20 of the Measures for the Implementation of the Administration of Company Registration (Decree No.95 of the State Administration of Market Supervision). The company registration authority may cancel the registration compulsorily in accordance with the Company Law and the Measures for the Implementation of the Compulsory Cancellation of Company Registration System. Where a company is compulsorily deregistered, the liabilities of the shareholders of the original company and the liquidation obligors shall not be affected. (According to Article 241 of the Company Law, Article 8 of the Provisions of the State Council on the Implementation of the Registered Capital Registration Management System of the Company Law of the People's Republic of China, and Measures for the Implementation of the Compulsory Cancellation of Company Registration System)
(23) Enterprises that have been delisted shall be liquidated and cancelled according to law after being delisted. And shall not engage in activities unrelated to liquidation and cancellation. [In accordance with the Circular of the General Office of the State Council on Reproducing and Promoting Pilot Reform Measures for Business Environment Innovation (No.35 issued by the State Office of 2022)]
(24) If an employing unit is revoked its business license or registration certificate according to law, ordered to close down, revoked or dissolved according to law, it shall be subject to the approval of the State Council. The wages of migrant workers in arrears shall be paid off according to law before applying for cancellation of registration. (According to Article 22 of the Regulations on Guaranteeing the Payment of Migrant Workers'Wages)
(25) Registration agents shall not submit false materials or use other fraudulent means to conceal important facts. Including: (1) forging, altering or using forged or altered official documents, legal documents, authorization documents, seals, signatures and other materials; (2) abetting, fabricating or helping others to fabricate or provide false information or materials by fraud, deception or other improper means; (3) Fraudulently using or stealing another person's identity, luring or misleading another person to provide identity information for registration, forging or altering identity verification information; (4) Other acts of submitting false materials or concealing important facts by fraudulent means to obtain registration. (
26) The registration agent knows or should know that the principal submits false materials or conceals important facts by other fraudulent means for registration, and still accepts the entrustment to handle the registration on his behalf. Or assist them in false registration, the registration authority shall punish them in accordance with the relevant provisions of the Rules for the Implementation of the Regulations of the People's Republic of China on the Registration of Market Subjects. [In accordance with Article 34 of the Measures for the Administration of Registration Applications and Agency Behaviors of Business Entities (No.3 of the State and Municipal Supervision Regulations)]
(27) Registration agents who submit false materials or conceal important facts in their own names or in the names of other persons by other fraudulent means shall be registered. In accordance with the relevant provisions of the Company Law of the People's Republic of China, the Detailed Rules for the Implementation of the Regulations of the People's Republic of China on the Administration of Registration of Market Entities and the Measures for the Implementation of the Administration of Company Registration, the registration authority shall impose heavier penalties on the registration agent, the directly responsible person in charge and other directly responsible persons.
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