The cancellation of the company needs to meet the following conditions:
1. Expiration or dissolution of operation term: the expiration or dissolution of the operation term of the company, such as dissolution by resolution of the shareholders' meeting or bankruptcy of the company;
2. Debt settlement: Before cancellation, the company shall pay off its debts, or make a settlement plan and obtain the consent of creditors;
3. Tax cancellation: The company shall complete the tax cancellation procedures and pay off all taxes payable;
4. End of liquidation: Before the company is cancelled, it must carry out liquidation and prepare a liquidation report, announce the liquidation results according to law, and file the liquidation report and announcement;
5. Other statutory conditions: According to different situations, other statutory conditions may need to be met, such as approval or filing by the industrial and commercial departments.
The process of company cancellation is as follows:
1. Convene the shareholders' meeting: convene the shareholders' meeting to discuss and decide the cancellation of the company according to the articles of association;
2. Fill in the application form for cancellation: after the resolution of the shareholders' meeting is passed, fill in the Application Form for Enterprise Cancellation and sign it by the legal representative;
3. Submit an application for tax cancellation to the tax authorities: submit an application form for tax cancellation and relevant financial and tax certification materials, and submit an application for tax cancellation to the tax authorities;
4. Start liquidation: according to the decision of the shareholders' meeting, start liquidation of the company's assets, liabilities and rights and interests, and prepare a liquidation report;
5. Announcement: Prepare an enterprise liquidation announcement according to the liquidation results and publish it in the designated media. The announcement period shall not be less than 45 days;
6. Paying off debts: the company needs to fulfill its obligations of paying off debts, including paying off creditors' claims, paying taxes, handling employee salaries, social security and other expenses;
7. Obtaining the cancellation certificate: after completing the liquidation, announcement and debt repayment procedures, apply to the administrative department for industry and commerce for obtaining the cancellation certificate of the enterprise;
8. Submit cancellation materials to other departments: submit cancellation materials to other departments as required, such as banks, customs, foreign exchange administration, etc.
To sum up, the cancellation of a company is a process in which an enterprise as a legal person voluntarily or passively applies to the administrative department for industry and commerce for cancellation of enterprise registration according to law, so that the identity of an enterprise as a legal person disappears, its qualification is revoked and its business activities are terminated. Before the cancellation of the company, a series of preparatory work needs to be carried out, such as clearing the debts and property of the enterprise, and going through the formalities of tax cancellation, social security cancellation and industrial and commercial cancellation.
Legal basis:
Article 188 of the Company Law of People's Republic of China (PRC)
After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.
Article 189
Members of the liquidation group shall be loyal to their duties and perform liquidation obligations according to law.
Members of the liquidation group shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.
Members of the liquidation group shall be liable for compensation if they cause losses to the company or creditors due to intentional or gross negligence.