The company should carry out company liquidation before applying for cancellation. After the company liquidation is completed, it can enter the company cancellation application process. After liquidation and before cancellation, the company needs to issue and prepare the following reports:

1. "Application for Cancellation of Company Registration" signed by the person in charge of the company's liquidation team or the company's legal representative;

2. "Application for Filing Confirmation" signed by members of the liquidation team;

3. Court Bankruptcy Rulings, documents ordering closure by administrative agencies, or resolutions made by the company in accordance with the "Company Law";

A limited liability company submits a resolution to the shareholders' meeting, and a joint stock company submits a resolution to the shareholders' meeting. A limited liability company shall be signed by shareholders representing more than two-thirds of the voting rights. If the shareholder is a natural person, the signature shall be in person, and shareholders other than natural persons shall affix the official seal; a joint-stock company shall be affixed by the promoters representing more than two-thirds of the voting rights or the shareholder shall affix the official seal. The chairman of the meeting and the directors attending the meeting signed and confirmed.

A wholly state-owned limited liability company shall submit documents from the investor or the investor’s authorized department.

If the company registration authority cancels the company registration in accordance with the law due to violation of the relevant provisions of the "Company Registration Management Regulations", the company registration authority shall submit the decision to cancel the company registration.

4. Liquidation report confirmed by the shareholders’ meeting or relevant authorities;

5. Sample of newspaper publishing the cancellation announcement;

6. Laws and administrative regulations Provide other documents that should be submitted;

Wholly state-owned companies must also submit the decision of the state-owned assets supervision and administration agency. Among them, the important wholly state-owned companies determined by the State Council must also submit the approval document of the people's government at the same level.

Cancellation steps:

Liquidation

Before the company goes to the registration authority to handle company cancellation procedures, it must carry out company liquidation in accordance with the law, including terminating production, operation and sales activities and closing the company. affairs, settling civil lawsuits, liquidating claims and debts, and distributing remaining property, etc.

Regardless of the nature of the liquidation of the company, it should be carried out according to the following steps:

1. Establish a liquidation team.

2. Start liquidation work.

The liquidation team will take over the company from the date of its establishment and carry out the following businesses: take over the company's property, settle the company's unfinished business, collect creditors' rights, liquidate debts, distribute remaining properties, cancel the company's legal person status and revoke its business license .

3. Notify creditors to declare their claims.

4. Propose a liquidation plan.

After cleaning up the company's assets and preparing a balance sheet and property list, the liquidation team will draft a liquidation plan and submit it to the shareholders' meeting for discussion and approval or to the competent authority for confirmation.

The main contents of the liquidation plan include: liquidation expenses, employee wages and labor insurance premiums that should be paid, taxes that should be paid, repayment of company debts, distribution of remaining property, and termination of liquidation work.

Cancellation can only be carried out after the liquidation is completed.

Registration

The company cancellation process requires you to go to the following 7 departments or institutions to handle the corresponding account cancellation:

1. Social Security Bureau: Check whether there are any outstanding payments Social security fees, and then cancel the company’s social security account.

2. Taxation Bureau: Check whether there are any unpaid taxes or fees, and then cancel the company's national and local taxes.

3. Newspaper media: The company needs to publish an announcement in the newspaper on its own, announcing that the company is about to be cancelled.

4. Industrial and Commercial Bureau: handle company cancellation filing and cancel business license.

5. Account-opening bank: Cancel the company’s account opening license and other accounts such as basic bank accounts.

6. Quality Supervision Bureau: Go to the Quality Supervision Bureau to cancel the company’s license, such as the production license.

7. Public security organs: the legal effect of canceling the company seal (the seal itself does not need to be handed over).

Extended information:

According to the "Regulations of the People's Republic of China on Company Registration and Management":

Article 17

To establish a company, you must apply for pre-approval of the name. If laws, administrative regulations or decisions of the State Council stipulate that the establishment of a company must be submitted for approval, or if the company's business scope falls within the items that laws, administrative regulations or decisions of the State Council require approval before registration, the company name must be pre-approved before submitting for approval. , and submit for approval under the company name approved by the company registration authority.

Article 18

To establish a limited liability company, the representative designated by all shareholders or the agent entrusted by the *** shall apply to the company registration authority for pre-approval of the name; to establish shares For a limited company, the representative designated by all the promoters or the agent entrusted by the *** shall apply to the company registration authority for pre-approval of the name. To apply for pre-approval of a name, the following documents should be submitted: (1) An application for pre-approval of company name signed by all shareholders of a limited liability company or all promoters of a joint-stock company;

(2) Proof of the designated representatives or authorized agents of all shareholders or promoters;

(3) Other documents required to be submitted by the State Administration for Industry and Commerce.

Article 19

The retention period of a pre-approved company name is 6 months. The pre-approved company name shall not be used for business activities or transferred during the retention period.

Article 20

To establish a limited liability company, the representative designated by all shareholders or the agent entrusted by the *** shall apply to the company registration authority for establishment registration. To establish a wholly state-owned company, the state-owned assets supervision and administration agency of the people's government at the same level authorized by the State Council or the local people's government shall serve as the applicant and apply for establishment registration.

If laws, administrative regulations or decisions of the State Council stipulate that the establishment of a limited liability company must be subject to approval, the applicant shall apply to the company registration authority for establishment registration within 90 days from the date of approval; if the application for establishment registration is overdue, the applicant shall Submit it to the approval authority to confirm the validity of the original approval document or submit it separately for approval. To apply for the establishment of a limited liability company, the following documents should be submitted to the company registration authority:

(1) Application for establishment registration signed by the legal representative of the company;

(2) Designated representatives of all shareholders Or the certificate of *** and the authorized agent;

(3) Articles of Association;

(4) The shareholder’s subject qualification certificate or natural person identity certificate;

(5) Documents stating the names and residences of the company’s directors, supervisors, and managers, as well as relevant certificates of appointment, election, or employment;

(6) Documents and identity certificates of the company’s legal representatives;

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(7) Notice of pre-approval of enterprise name;

(8) Certificate of company domicile;

(9) Other documents required by the State Administration for Industry and Commerce. . If laws, administrative regulations or decisions of the State Council stipulate that the establishment of a limited liability company must be submitted for approval, relevant approval documents must also be submitted.

Baidu Encyclopedia-Company Cancellation