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Cancellation procedure of limited liability company
The method of canceling a limited company is as follows:

I. The liquidation group shall put on record (3 working days)

1. Application for registration of company change (filing) signed by the person in charge of the liquidation group of the company (original 1 copy);

2. Power of Attorney for Enterprise Application for Registration (Filing) (original 1 copy);

3. Agent's identity certificate (1 copy, original inspection); If it is represented by an enterprise registration agency, the business license of the enterprise registration agency shall be submitted at the same time (1 copy, stamped with the seal of the enterprise and marked "consistent with the original");

4. Business license of the company (1 copy, which must be stamped with the official seal of the company and marked "consistent with the original");

5. Appointment documents of members and persons in charge of the liquidation group (original 1 copy) and identification certificates of members of the liquidation group (each 1 copy);

6. The limited liability company shall submit a resolution on the establishment of a liquidation group to the shareholders' meeting;

7. The resolution of establishing a liquidation group submitted by a joint stock limited company to the shareholders' meeting or the minutes of the shareholders' meeting signed by the meeting host and the directors present at the meeting;

8. A one-person limited liability company submits a written document on the establishment of a liquidation group to shareholders (if the shareholder is a natural person, it shall be signed by himself and sealed by corporate shareholders); A written document submitted by a wholly state-owned company to the investor or the authorized department to establish a liquidation group (stamped with the official seal of the investor or the authorized department);

If the people's court organizes liquidation, it does not need to submit the resolution of the shareholders' meeting, but the decision of the people's court to set up a liquidation group; If the people's court decides to dissolve, it shall submit the written ruling of the court; If the business license is revoked, ordered to close or be revoked according to law, the relevant decision of the administrative organ shall also be submitted; )

Two. Handle tax cancellation (within 90 working days)

1, cancel the local tax first (this depends on whether your company pays business tax or value-added tax. If you pay business tax, cancel the local tax first, and then cancel the national tax. On the contrary, if the value-added tax is paid, the national tax will be cancelled first, and then the local tax will be cancelled;

(1), first get the cancellation tax registration form, and fill in, sign, stamp and cancel the invoice according to the requirements of local tax;

(2) Fill in the cancellation tax registration form, a copy of the tax registration certificate, a copy of the business license and a copy of the shareholders' resolution to the taxpayer. Then you will get a "tax document acceptance receipt". Waiting for notice within 90 days;

(3) The special manager notifies and submits the following materials: financial statements during the business period, declaration form of acceptance form, original shareholders' resolution (stamped with shareholders' fingerprints), and national tax payment certificate (since business). Then continue to wait for the notice;

(4) The administrator will call you to inform you that your business sales have been completed. Please take the tax registration certificate and tax document acceptance receipt to the window to receive the "Notice of Cancellation of Tax Registration" and start to cancel the national tax.

2. Cancel the national tax

(1). First, cancel the income tax of this year, cancel the quarterly report of the current month, and cancel the value-added tax of the current month and all taxes in the liquidation period as required;

(2) An application form for cancellation of tax registration; The approval document of the superior competent department or the resolution of the board of directors and its copy; Notice of cancellation of local tax. Complete information, no need to wait, take the notice of cancellation of national tax on the spot.

Three. Cancellation of business license (7- 10 working days)

1. Receive the cancellation application of Limited Company;

2. An application for cancellation of company registration signed by the person in charge of the liquidation group of the company;

3. Original power of attorney for enterprise application for registration (which can be filled in the application form);

4, the agent's identity certificate (copy, the original inspection);

5. Documents originally decided to cancel (bankruptcy ruling and dissolution judgment of the court, made by the company in accordance with the Company Law)

Resolutions or decisions, documents ordered by administrative organs to close down or the company is revoked);

6. The members of the liquidation group confirm the original filing notice;

7. The original confirmed liquidation report;

8. Original and photocopy of the Business License of Enterprise as a Legal Person;

9. The original liquidation announcement published in the newspaper;

10, original national tax cancellation notice;

1 1, other documents required by laws, regulations and rules.

Four. Cancellation of organization code (1 working day)

1. The original and photocopy of the cancellation notice issued by the Administration for Industry and Commerce;

2, a copy of the code and information card;

3. The agent's ID card and its copy.

V. Bank cancellation (2 working days)

1, official seal, private seal and financial seal.

2. Account opening permit.

3. Original ID card of legal person agent.

4. Cash check. Get the cancelled results on the spot.

Cancellation seal of intransitive verb (1 working day)

1. Original cancellation notice issued by the Commercial Bureau.

2. Newspaper clippings of three announcements.

3. Certificate of cancellation of local tax and national tax.

4. The original articles of association and capital verification report.

5. Balance sheet and income statement at the time of cancellation.

6. List of members of the liquidation group.

7. Official seal, financial seal and contract seal.

You also need to report to the newspaper that the company has been cancelled.

Extended data:

According to the provisions of Articles 184, 185, 186, 187, 188 and 189 of the Company Law of People's Republic of China (PRC), the cancellation of registration and termination of the company's legal person qualification must be liquidated according to the following steps after the company is cancelled.

1. A liquidation group shall be established according to law.

The company shall set up a liquidation group within 15 days from the date of the dissolution, and start liquidation. The liquidation group of a limited liability company is composed of shareholders, and the liquidation group of a joint stock limited company is composed of directors or personnel determined by the shareholders' meeting. If a liquidation group is not established for liquidation within the time limit, the creditor may apply to the people's court to appoint relevant personnel to form a liquidation group for liquidation. The people's court shall accept the application and promptly organize a liquidation group to carry out liquidation.

Two. Announce and notify creditors to declare and register creditor's rights according to law.

The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidation group. When a creditor declares its creditor's rights, it shall explain the relevant matters of the creditor's rights and provide supporting materials. The liquidation group shall register the creditor's rights. During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.

Three. The liquidation team took over the company and began liquidation.

The liquidation group shall take over the company from the date of establishment, liquidate the company's unfinished business, clear up the company's creditor's rights and debts, dispose of the company's remaining property after paying off its debts, pay off the taxes owed and the taxes generated in the liquidation process, and participate in civil litigation activities on behalf of the company.

4. The liquidation group shall comprehensively clean up the company's assets and prepare a balance sheet and a list of assets.

Verb (abbreviation of verb) The liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, shareholders' meeting or people's court for confirmation.

Among them: after clearing the company's property, compiling the balance sheet and property list, the liquidation group finds that the company's property is insufficient to pay off debts, and shall apply to the people's court for bankruptcy according to law. After the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.

6. Distribute the company's property according to the liquidation plan confirmed by the shareholders' meeting, the shareholders' meeting or the people's court.

After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the company's debts, the company's property shall be distributed according to the proportion of capital contribution of shareholders of a limited liability company and the proportion of shares of shareholders of a joint stock limited company. During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to liquidation. The company's property shall not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.

7. After preparing the liquidation report and submitting it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation, apply for cancellation of company registration and announce the termination of the company. 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.

Baidu Encyclopedia-Company Cancellation