Meeting time: _____month_____day, _____year

Meeting location: __________

Meeting nature: Extraordinary shareholders meeting

Participants in the meeting: shareholders (or shareholder representatives)__________

Meeting topic: Negotiating and voting on the company's industrial and commercial cancellation.

According to the relevant provisions of the "Company Law of the People's Republic of China" and the company's articles of association, this shareholders' meeting was convened by the executive director and presided over by the executive director ***. It was unanimously passed and the resolution was as follows:

The company held an extraordinary shareholders' meeting on ___ month ___, ___ year, and voted to approve the company's dissolution. As of ___ month ___, the company has been dissolved. The related liquidation work, debt and creditor's rights announcement, tax cancellation and the cancellation of the company's basic bank account have been completed. All the company's shareholders unanimously voted to start processing the company's industrial and commercial cancellation matters from now on.

Signature (seal) of all shareholders:

__________ Co., Ltd.

______year______month_____day

Extended information

Company cancellation procedures

According to Article 184 of the "Company Law of the People's Republic of China", the company can be liquidated only after the company has been liquidated in accordance with the following steps. Handle deregistration and announce the termination of the company.

(1) Establish a liquidation group in accordance with the law. The company shall establish a liquidation group and begin liquidation within fifteen days from the date of occurrence of the reasons for dissolution. The liquidation team of a limited liability company shall be composed of shareholders, while that of a joint stock company shall be composed of directors or persons determined by the general meeting of shareholders. If a liquidation group is not established within the time limit for liquidation, the creditors may apply to the People's Court to designate relevant personnel to form a liquidation group for liquidation. The People's Court shall accept the application and organize a liquidation team to conduct liquidation in a timely manner.

(2) Announce and notify creditors to declare their claims and register their claims in accordance with the law. The liquidation team shall notify creditors within ten days from the date of its establishment and shall publish an announcement in a newspaper within sixty days. Creditors shall declare their claims to the liquidation committee within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if the notice is not received. When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims. During the period of reporting claims, the liquidation team shall not pay off creditors.

(3) The liquidation team takes over the company and starts liquidation work. The liquidation team takes over the company from the date of its establishment, settles the company's unfinished business, clears the company's claims and debts, handles the company's remaining property after paying off debts, pays the taxes owed and taxes generated during the liquidation process, and participates in civil affairs on behalf of the company. Litigation activities.

(4) The liquidation team will comprehensively clean up the company's assets and prepare a balance sheet and property list.

(5) The liquidation team shall formulate a liquidation plan and submit it to the shareholders’ meeting, general meeting of shareholders or the people’s court for confirmation. Among them: If the liquidation team finds that the company's assets are insufficient to pay off its debts after cleaning up the company's assets and preparing a balance sheet and property list, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law. After the company is declared bankrupt by the People's Court, the liquidation team shall transfer the liquidation matters to the People's Court.

(6) Distribute the company’s property according to the liquidation plan confirmed by the shareholders’ meeting, general meeting of shareholders or the people’s court. The company's property is the remaining property after paying liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts. The remaining property of a limited liability company will be distributed according to the proportion of shareholders' capital contributions, and that of a joint-stock company will be distributed according to the proportion of shareholders' capital contributions. Some shares are allocated proportionally. During the liquidation period, the company continues to exist, but it is not allowed to carry out business activities unrelated to the 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) Prepare a liquidation report, submit it to the shareholders’ meeting, general meeting of shareholders or the people’s court for confirmation, apply for deregistration of the company, and announce the company’s termination. After the company's liquidation is completed, the liquidation team shall prepare a liquidation report and submit it to the shareholders' meeting, general meeting of shareholders 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 company's termination.

Baidu Encyclopedia-Company Law of the People's Republic of China