The marriage cannot be cancelled without the signature of the shareholders of a two-person company. Without the signature of shareholders, the company cannot be cancelled. For a limited company with two shareholders each holding 50% of the shares, the cancellation of the company must be approved by all shareholders, so the industrial and commercial department will not agree to accept the cancellation of registration by one person.

First, the company cancellation process

1. Take the form from the national tax first: after filling it out, signing, stamping, paying the invoice and paying taxes, it will take back the national tax registration certificate and give you a notice of cancellation of national tax registration.

2. Take the notice of cancellation of tax registration of national tax and the form from local tax. After paying the tax, it will take back the tax registration certificate of local tax and give you a notice of cancellation of tax registration of local tax.

3. Take two notices and cancel the bank account.

4. Take the notice to the industrial and commercial bureau to get the form, then return it to the industrial and commercial bureau, and then revoke the business license. When applying for cancellation of registration, a company shall submit the following documents to the registration authority:

① Application for cancellation of registration signed by the person in charge of the liquidation organization of the company;

(2) An application for cancellation of company registration signed by the legal representative of the company;

(3) Bankruptcy ruling, documents ordered to close down or resolutions and decisions made by the company in accordance with the Company Law.

(4) A liquidation report confirmed by the shareholders' meeting or relevant departments;

5. The tax payment certificate issued by the tax department;

6. Certificate of account cancellation issued by the bank;

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

8. Other documents required by laws and administrative regulations. The liquidation organization of the company shall apply to the original company registration authority for cancellation of registration within 30 days from the date of the liquidation of the company.

2. Can the shareholders of the company be cancelled when they are not in the company?

You can cancel the company without shareholders, but it is more troublesome. The most important thing to cancel the company is to ask for a copy of the legal person's ID card and the original (if you have paid taxes, you need to check the original). Shareholders can cancel the company without providing a copy of their ID cards. Shareholders are divided into natural person shareholders and non-natural person shareholders. As long as they can provide their signatures or seals, they don't need originals or go to the site. However, it usually takes a long time to cancel the company.

Third, the equity transfer procedures

1. The cancellation of an enterprise requires a resolution of the shareholders' meeting to cancel the company, which requires a vote of more than two thirds of the shareholders. Two-thirds here does not refer to the number of shareholders, but the proportion of equity. At this time, you can negotiate with the shareholders who do not agree to cancel and let them transfer their shares.

2. Due to the introduction of the new equity transfer policy, the cancellation of the company needs to pay taxes first, and the equity transfer can only be handled after paying taxes for 3 days. The premise of equity transfer is that the company has no industrial and commercial anomalies and tax anomalies. The process is: pay taxes at the tax bureau first, and then go to the tax authorities, because it takes three days to go through the formalities of equity transfer. After the equity transfer, a company cancellation agreement can be signed.

Four. What materials do I need to cancel my branch?

1. Application for cancellation of company registration signed by the person in charge of the liquidation group of the company.

2. The certificate of the designated representative or authorized agent signed by the company and a copy of the ID card of the designated representative or authorized agent; The specific entrusted matters, the authority of the client and the entrustment period shall be indicated.

3. Notice of confirmation of filing by members of the liquidation group;

4. Resolutions or decisions made in accordance with the Company Law; If the court decides to dissolve or go bankrupt and the administrative organ orders it to close down, it shall submit the ruling documents of the court or the closing decision of the administrative organ respectively. If the company registration is cancelled by the company registration authority according to law due to violation of the relevant provisions of the Regulations on the Administration of Company Registration, it shall apply to the company registration authority for cancellation of company registration.

5. Confirmed liquidation report;

6. Sample newspaper with cancellation notice;

7. Other documents required by laws and administrative regulations; When a company with a branch applies for cancellation of registration, it shall also submit the certificate of cancellation of registration of the branch.

8. The Company's Business License for Enterprise as a Legal Person

legal ground

Company Law of the People's Republic of China

Article 43 The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law.

The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.

Article 103 Shareholders attending the shareholders' meeting shall have one vote for each share they hold. However, the shares of the company held by the company have no voting rights.

The resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting. However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.

Article 104 If this Law and the Articles of Association stipulate that matters such as company transfer, major asset transfer or external guarantee must be decided by the shareholders' meeting, the board of directors shall convene the shareholders' meeting in time, and the shareholders' meeting shall vote on the above matters.

Article 184 During the liquidation period, the liquidation group shall exercise the following functions and powers:

(1) Clean up the company's assets and prepare a balance sheet and a list of assets respectively;

(2) Notify and announce creditors.

(3) Handling the unfinished business of the company related to liquidation;

(four) to pay the taxes owed and the taxes generated in the liquidation process;

(5) Clearing up creditor's rights and debts;

(6) Disposing of the company's remaining property after paying off debts;

(seven) to participate in civil litigation activities on behalf of the company.