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★ Company cancellation process and required information
★ Detailed explanation of cancellation process for small-scale companies
★ Model essay on company cancellation application
★ Model company registered lease contract
Sample of Article 1 of the Company Cancellation Agreement
Party A (transferor of assets): liquidation group of _ _ _ Co., Ltd.
Party B (asset receiver): (individual shareholder)
In view of the requirements of the resolution of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
I. Subject matter of asset transfer
Second, the handover time
Party A agrees to hand over the transferred assets to Party B before (or within 3 working days after the cancellation procedures of the company are completed).
Third, the transfer method
4. This agreement is made in duplicate, one for each party, and shall come into effect as of the date of signature and seal by both parties.
Party A: the liquidation group of _ _ _ _ _ Co., Ltd.
Person in charge (signature):
Date of signature: year month day.
Party B (signature):
Date of signature: year month day.
Model Article 2 of the Company Cancellation Agreement
Resolution of the shareholders' meeting of _ _ _ _ _ _ _ _ _ _ Co., Ltd.
Meeting time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Meeting time: _ _
Meeting place: _ _ _ _ _ _ _
Nature of Meeting: Extraordinary General Meeting of Shareholders
Participants in the meeting: shareholders (or shareholders' representatives) _ _ _ _ _ _ _
Meeting topic: negotiate and vote on the cancellation of the company's industry and commerce.
According to the Company Law of People's Republic of China (PRC) and the Articles of Association of the Company, the shareholders' meeting was convened by the executive director and presided over by the executive director, and was unanimously passed and resolved as follows:
The Company held an extraordinary general meeting of shareholders on _ _ _ _ _ _ _ _ _.
Signature (seal) of all shareholders:
_ _ _ _ _ _ _ Co., Ltd.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model Article 3 of the Company Cancellation Agreement
Meeting time: 2065438+0 _ _ _ _ _ _ _
Location:No. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Moderator: _ _ _ _ (Executive Director or Chairman)
Participants:
1. Original (all) shareholders (or shareholders' representatives): _ _ _ _ _ _, _ _ _ _.
2. New shareholder (or shareholder representative): _ _ _ _ _. (If there are no new shareholders, delete this item). Shareholders should attend the meeting and actually attend the meeting, representing 65,438+000% equity.
(Additional explanation: notice of meeting and shareholders attending the meeting)
Meeting topic: voting on company matters through consultation.
According to the Company Law of People's Republic of China (PRC) and the Articles of Association of the Company, this shareholders' meeting was convened by the company □ the board of directors □ the executive director and presided over by the chairman □ the executive director. The following resolutions were adopted by the shareholders attending the meeting through consensus:
1. Agree that the original shareholders of the company will transfer the capital contribution of% equity of the company to the (new) shareholders at the price of 1 ten thousand yuan; It is agreed that the original shareholders of the company will transfer the capital contribution of% equity of the company to the (new) shareholders at the price of RMB. (If the transfer is made to a new shareholder, if all the original shareholders are not present at the meeting, it shall be indicated that the original shareholder _ _ _ _ waives the priority of transfer. )
After the equity transfer, the contribution of existing shareholders is as follows:
1. The registered capital subscribed by shareholders is RMB 1 ten thousand yuan, accounting for _ _% of the registered capital.
2. The registered capital subscribed by shareholders is 1 ten thousand yuan, accounting for _ _% of the registered capital.
3、____
? Two. Agree to change the company name to _ _ _ _ Co., Ltd. ..
Three. Agree to change the company's domicile from to.
Four. Agree to change the business scope of the company from to. (The above business scope shall be subject to the items recorded in the business license issued by the registration authority; The business scope and time limit involved in licensing examination and approval shall be approved by the licensing examination and approval authority. )
Verb (abbreviation of verb) decides the appointment and removal of directors and supervisors (managers) of the company;
1. As the original directors, supervisors and managers expire, the shareholders' meeting will re-elect new directors, supervisors and managers. Agree to remove _ _ _ _ _, _ _ _ and _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Elect _ _ _, _ _ _ and _ _ as directors of the new board of directors, and continue to elect _ _ and _ _ as directors of the new board of directors. The new board of directors of the company is composed of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Elect _ _ _ and _ _ _ as new supervisors, and continue to elect _ _ _ as the new supervisor of the Board of Supervisors. The new Board of Supervisors of the Company is composed of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Note: this item is for limited companies with board of directors and board of supervisors when their term expires. )
2. As the original executive directors, supervisors and managers expire, the shareholders' meeting will re-elect new directors, supervisors and managers. Agree to remove the executive director, supervisor and manager of _ _ _; The new shareholders' meeting of the Company is composed of _ _ _ and _ _ _, and _ _ _ is elected (or appointed) as the executive director.
Elect (or appoint) _ _ _ _ as the supervisor of the company and _ _ _ _ as the manager of the company. (Note: This item is applicable to limited companies whose executive directors and supervisors expire.)
3. Agree to remove _ _ _ _ and _ _ _ _ from their directorships, and add _ _ _ as the company's director; The supervisor of _ _ _ was removed and _ _ _ was added as the supervisor of the company. (Note: This item is a limited company with a board of directors and a board of supervisors, but the term of office has not expired. )
4. Agree to remove _ _ from the post of executive director and re-elect _ _ as the executive director of the company; Remove _ _ from the position of supervisor and re-elect _ _ as the supervisor of the company; Remove _ _ _ from the position of manager and re-appoint _ _ as the manager of the company. (Note: This item is a limited company whose term of office of executive director and supervisor has not expired. )
5. The new shareholders' meeting of the Company is composed of _ _ _ and _ _ _ _ persons, and new directors, supervisors and managers are re-elected at the shareholders' meeting. Agree to remove the executive director, supervisor and manager of _ _ _; Elect (or appoint) _ _ _ _ _ as the executive director, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Note: This item is used by limited companies with executive directors and supervisors due to the change of shareholders. )
The intransitive verb agrees to increase the registered capital of the company from10,000 yuan to10,000 yuan. The registered capital increased this time is RMB10,000.00 yuan, of which RMB10,000.00 yuan (in cash, in kind, intellectual property? In cash,10,000.00 yuan), and the original shareholder b contributed10,000.00 yuan in cash, in kind and intellectual property before. ) contributed RMB10,000.00 Yuan, and the new shareholder C contributed RMB10,000.00 Yuan (in cash, in kind, intellectual property? ) contributed 10,000 yuan. After increasing the registered capital this time, the amount and proportion of capital contribution of each shareholder of the company are as follows:
65,438+0. The contribution of shareholders is RMB 1 ten thousand yuan, accounting for% of the registered capital;
2. The shareholder contributes RMB 1 10,000 yuan, accounting for% of the registered capital;
3. The capital contribution of shareholders is RMB 1 ten thousand yuan, accounting for% of the registered capital.
Seven. Agree to reduce the registered capital of the company from10,000 yuan to10,000 yuan. This time, the registered capital is reduced by RMB 10,000, of which RMB 10,000 is contributed by original shareholder A, RMB 10,000 is contributed by original shareholder B and RMB 10,000 is contributed by original shareholder C ... After this reduction of registered capital, the amount and proportion of contribution of each shareholder of the company are as follows:
65,438+0. The contribution of shareholders is RMB 1 ten thousand yuan, accounting for% of the registered capital;
2. The shareholder contributes RMB 1 10,000 yuan, accounting for% of the registered capital;
3. The capital contribution of shareholders is RMB 1 ten thousand yuan, accounting for% of the registered capital.
Eight. Agree to change the company type from to.
Nine. Agree to change the name (or name) of the company's shareholders from (_ _ _) to (_ _ _).
X agree to extend the business term of the company to.
Xi。 It is agreed that the Company intends to be dissolved due to the expiration of the operating period (or merger, division or other reasons), and a liquidation group is established. The liquidation group is composed of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Note: This clause is only formulated when the company intends to dissolve and terminate its production and business activities. )
12. Please list other matters that need to be solved item by item:.
Thirteen. Agree to amend the articles of association for the above changes, and attach the approved amendments to the articles of association (or new articles of association).
Signature and seal of original shareholders: signature and seal of new shareholders:
(If there are no new shareholders, delete this item)
(Signature of natural person shareholder and seal of non-natural person shareholder)
_ _ _ _ Co., Ltd.
20___ _ _ _ _ _ _ _
Precautions:
1. When the resolutions of the shareholders' meeting above are formally written, please select the corresponding contents according to the actual situation. Among them, items 1, 2, 3 and 4 of Article 5 shall be selected according to the actual situation of the establishment of the board of directors or the establishment of executive directors and whether the term of office expires.
2. Where the change of registered items involves the revision of the Articles of Association, the resolutions made must be passed by more than two thirds of the voting rights of the representatives of the original shareholders' meeting and the new shareholders' meeting. If the shareholders present object or abstain, the proportion of voting rights shall be listed.
3. This model resolution of shareholders' meeting is applicable to the change registration of limited companies (excluding wholly state-owned enterprises).
4. If the shareholder is a non-natural person, the "shareholder attending the meeting" shall indicate the name of the unit. If you need to fill in the name of the representative attending the meeting, you can add "(representative attending the meeting: _ _)" after the name of the unit.
5. If the shareholder is a natural person, it shall be signed by himself; Shareholders other than natural persons affix their official seals; You can't replace the signature with a private seal or signature seal; Signature should use black or blue-black pen, brush or signature pen, and try not to be separated from the text, and sign on a separate paper; If the text is divorced from the signature, the enterprise riding seal shall be affixed to the text and signature page.
6. In order to reduce the number of documents, this mode combines the resolutions of the shareholders' meeting before and after the change of shareholders, and the new and old shareholders must sign and seal the resolutions of the shareholders' meeting, and can write them separately if necessary. If there is no new shareholder in the equity transfer, the content of "new shareholder" in the model should be deleted appropriately.
7. After the document is signed, it shall be submitted to the registration authority within the prescribed time limit (within 30 days after the change of name, legal representative and business scope, within 30 days after the change of domicile to a new domicile, within 30 days after the shareholders subscribe for capital increase, within 30 days after the shareholders change to shareholders, and within 45 days after the announcement of capital reduction, merger and division).
8. It is required to print on A4 paper, and the 4th (or small 4th) song style (or imitation song style) can be printed on both sides; Multi-page, should be numbered and stamped; Content alteration is invalid, and copying is invalid.
Model Article 4 of the Company Cancellation Agreement
Party A:
Party B:
In order to protect the interests of Party A and Party B, clarify the responsibilities and obligations of both parties, and promote both parties to abide by the agreed matters, the following agreement is reached through consultation:
I. Business scope (i.e. work content) of Party B's service for Party A:
1. Assist in canceling the approval certificate of foreign-invested enterprises.
2. Assist in handling the industrial and commercial filing procedures for the personnel of the liquidation group.
3, in the newspaper for industrial and commercial cancellation.
4. Cooperate with accounting firms to issue tax audit reports for 20 __-20__.
5 for the national tax registration certificate and general taxpayer qualification cancellation procedures.
6. Go through the cancellation procedures of local tax registration certificate.
7. Go through the cancellation procedures of the customs registration certificate.
8. Cooperate with accounting firms to issue 20__ annual industrial and commercial liquidation audit reports.
9. Go through the cancellation procedures of the business license of the enterprise as a legal person.
10, cancel the financial registration certificate.
1 1, go through the cancellation procedures of foreign exchange registration certificate.
12, go through the registration and cancellation procedures of organization code certificate.
Second, the agreed business hours and expenses
1. The estimated service time is 20__ to 20__ _.
2. The above fees are RMB yuan (including the audit fees of accounting firms, excluding the publishing fees of newspapers and periodicals, according to 1).
Taxes or fines and late fees related to your company arising from the liquidation process). Both parties pay 60% of the advance payment when signing the contract, and the balance will be paid when the investment money is remitted to the investor.
Three. Agreement on other matters
Party A shall designate a special person to provide all relevant cancellation documents and certificates related to the company, and cooperate with Party B's work progress in time.
Four. This agreement is made in duplicate, one for each party.
Verb (abbreviation of verb) Matters not covered in this agreement shall be settled by both parties through consultation.
This agreement shall come into force as of the date of signature and be legally binding.
Party A: Party B:
Unit representative: Unit representative:
Tel: Tel:
Date of signing: Date of signing:
Model Article 5 of the Company Cancellation Agreement
Party A (responsible person):
Party B (responsible person):
Party A and Party B have reached the following agreement on the cancellation of agency through equal consultation:
1. Party B handles cancellation procedures for Party A, including the following matters. (Tick before the agreed business scope, not the agreed business)
1.□ Go through the cancellation procedures of the IRS;
2 □ Go through the cancellation procedures of the local taxation bureau;
3 □ Go through the cancellation procedures of business license;
4 □ Go through the cancellation procedures of the code certificate of the Quality Supervision Bureau;
5. According to Party A's requirements, modify and cancel the relevant draft documents on behalf of Party A;
6 □ Go through the formalities of closing the bank account;
7 □ Announcement of cancellation of provincial and municipal newspapers;
8.□ Hand in the official seal;
2. Agency fees and payment methods:
( 1)
(2) The agency fee for canceling the company stipulated by this department is RMB. After completion, it will be settled according to the relevant receipts issued by government departments, and more refunds will be made and less supplements will be made.
(3) The above fees shall be paid within the day after the signing of the agreement.
Three. Obligations and responsibilities of Party A:
(1) Party A shall actively cooperate with Party B's work, provide relevant certificates and materials for cancellation in time according to Party B's requirements, and answer relevant questions raised by Party B on this cancellation.
(2) Designate a special person to assist Party B in cancellation, and hand over all licenses and related materials required for cancellation to Party B. ..
(3) Party A guarantees the authenticity, legality and accuracy of the information provided. Party A shall be responsible for the delay caused by Party A's failure to provide relevant permission or reply in time.
(4) Party A shall not instruct Party B to commit acts that violate national laws and regulations. In case of similar circumstances, Party B has the right to terminate the contract and return the fees charged according to the contract to Party A as unserviceable items.
(V) Party A shall pay the agency fee in full and on time at the agreed time. If the payment is not made at the agreed time, the liquidated damages shall be paid in proportion to the agreed amount.
Four. Obligations and responsibilities of Party B:
( 1)
(2)
(3)
(IV) After accepting the entrustment, Party B shall promptly assign personnel to provide the agreed services for Party A. Since Party B shall abide by the relevant laws and regulations of the place where Party A's company is registered, when formulating the cancellation agent, Party B shall clearly inform Party A of the company license and related materials required in the cancellation process. In the process of handling business, Party B shall properly keep all licenses delivered by Party A, and the delay caused by Party A's problems is not within this period. The specific work plan of the business. Other relevant materials shall not be lost or damaged, and shall not be used for other purposes beyond the scope of this contract without authorization.
(5)
(six) keep the business secrets known in the course of business. This confidentiality obligation is permanent, and Party B must complete the cancellation procedures on time. If Party A suffers losses due to overdue, the effectiveness will not be terminated due to the termination of this contract. Payment shall be in proportion to the agency fee charged.
Liquidated damages.
Five, due to the illegal behavior of Party A caused by the government fines, shall be paid by Party A separately, not.
Included in the above agency fee.
Six, after the signing of the agreement, both parties should actively perform according to the contract, shall not be terminated without reason, if there is a statutory.
In case of termination due to special circumstances or reasons, the party providing termination shall notify the other party in time.
7. Disputes arising from the performance of this Agreement shall be settled by both parties through consultation. The negotiations failed,
It can be settled through litigation.
Eight. This agreement shall come into effect after being signed and sealed by the legal representatives of both parties.
Nine. This contract is made in duplicate, each party holds one copy, and the contract is scanned and copied.
Have the same legal effect as the original.
Party A (seal):
Signature of representative:
Party B (seal):
Signature of representative:
date month year
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