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Company cancellation procedure
enterprise cancellation process cancellation of national and local tax registration certificate (national and local tax bureaus) Company liquidation group filing (industrial and commercial bureau) publication of cancellation announcement (newspaper issuance) Basic household cancellation (bank of account opening) Acceptance and cancellation by industrial and commercial bureau (industrial and commercial bureau) cancellation of organization code certificate (technical and quality supervision bureau) I. Cancellation of national and local tax registration certificate 1. National and local tax registration certificate 2. Relevant materials of all countries and local taxes. Generally, you should check the company books. II. Filing of the liquidation group of the company 1. Application form for filing of the company (signed by the person in charge of the liquidation group of the company) 2. Certificate of the designated representative or the entrusted agent (stamped with the official seal of the company) 3. Resolution of the shareholders' meeting on the establishment of the liquidation group (signed by all shareholders) 4. Copy of the company's business license 3. Go to the issuing authority for cancellation of the business license 45 days after the cancellation announcement is published. Iv. Cancellation of basic account 1. Original business license of the company (some banks need a complete set of industrial and commercial, code, national tax and local tax certificates) 2. Account opening permit 3. Seal card 4. Seal reserved on the seal card 5. Cheque book, telegraphic transfer certificate and other bank-related materials 6. The application for cancellation of account is generally handled by the company's financial personnel, and the transfer or withdrawal procedures of basic household balance are handled together. V. Acceptance and cancellation by the Industrial and Commercial Bureau 1. Sample of the license cancellation statement published in the publicly issued newspaper; 2. All official seals and official seals must be engraved. 6. Cancellation of organization code certificate. 1. Original and duplicate of organization code certificate. 2. Declaration form of organization code. 3. Cancellation receipt of industrial and commercial bureau. The company's cancellation process should apply to the company registration authority for cancellation of registration within 3 days from the date of liquidation: 1. The company is declared bankrupt according to law; 2. When the business term stipulated in the Articles of Association expires or other reasons for dissolution stipulated in the Articles of Association occur; 3. The shareholders' meeting resolves to dissolve; 4. The company is dissolved due to merger and division; The company was ordered to close down according to law. When a company applies for cancellation of registration, it shall designate or entrust employees of the company or agents of qualified agencies as applicants for cancellation of registration. Enterprises that pay enterprise income tax in national tax should go through the formalities of cancellation of local tax first. The cancellation process is divided into five steps according to the sequence of * * *, namely, cancellation of local tax, national tax, bank account, industrial and commercial registration, organization code certificate and statistical certificate. (I) Process of Cancellation of Local Tax 1. Apply to the competent tax authorities for cancellation of tax registration, receive and fill in the Application Form for Tax Liquidation, the Registration Form for Tax Liquidation in duplicate and the Application Form for Cancellation of Tax Registration in triplicate. (Among them, the "Tax Settlement Application Form" should fill in the tax amount of the last three whole years) 2. Entrust an intermediary agency to issue a tax clearance report. 3. Go to the local tax cancellation department with the tax clearance report, the Application Form for Tax Liquidation, the Registration Form for Tax Liquidation, the Approval Form for Cancellation of Tax Registration, and the tax registration (original and duplicate), code stamp, invoice card, IC card, encryption box, blank invoice (with the refund and the last invoiced bookkeeping copy) provided by the cancellation enterprise, the decision of the superior competent department or the shareholders' meeting to cancel the enterprise, and the official seal. 4. Wait for the local tax notice to receive the notice of cancellation of local tax registration. (Be sure to declare tax payment on schedule before receiving the cancellation notice) (II) Process of canceling the national tax 1. Go to the cancellation registration window of the national tax with the original and photocopy of the local tax cancellation certificate and fill in the Approval Form for Cancellation of Tax Registration, the Approval Form for Cancellation and Escaping Enterprises and the Application Form for Cancellation of Special Invoices. 2. With the completed forms, bring all the new and old general invoices purchased from 23 to the cancellation date and the last special VAT invoice purchased for the last time to the special administrator for cancellation of invoices. 3. After completing the cancellation of the invoice, find a special administrator to cancel the qualification of the general taxpayer. The materials to be submitted are as follows: (1) Fill in the business approval form in duplicate; (2) Approval form for cancellation of tax registration in duplicate; (3) Notice of receipt of tax documents (name of acceptance document: approval form for cancellation of VAT general taxpayer qualification) in duplicate; (4) The examination and approval form for cancellation and escape of enterprises in duplicate; 5] The original of General Taxpayer Qualification Certificate. 4. Please ask the special administrator to make tax assessment and issue the Assessment Report. After the special administrator cancels the qualification of general taxpayer, go to the special administrator to receive the following information: (1) Evaluation Report; (2) Business Approval Form; (3) General Taxpayer Qualification Certificate; (4) Approval Form for Cancellation and Escaping Enterprises. 5. Print an application for cancellation on A4 paper: there is no format restriction, clearly write down the reasons for cancellation, affix the official seal of the enterprise and sign by the legal person. If it is a branch (or branch) enterprise, it is also required to provide a resolution of the board of directors, requiring the legal person and shareholders to sign and affix the official seal of the head office (or head office). 6. Submit the Examination and Approval Form for Cancellation of Tax Registration, Assessment Report, Business Approval Form, General Taxpayer Qualification Certificate, Examination and Approval Form for Cancellation and Escaping Enterprises, application for cancellation, original copy of tax registration, copy of business license and invoice purchase book to the window for cancellation of tax registration. 7. Wait for the national tax notice to receive the notice of cancellation of national tax registration. (Be sure to declare and pay taxes on schedule before receiving the cancellation notice) (III) Process of canceling the bank account 1. Fill in the application form for canceling the bank account and submit it to the People's Bank of China for approval. 2. Submit the bank license, unused cash checks, transfer checks and other information to the bank for cancellation. (IV) Cancellation of industrial and commercial processes 1. Receive the Application for Registration (Filing) of Enterprise Change (Restructuring) and the Letter of Appointment (Entrustment) and fill them in completely. 2. Go to the administrative department for industry and commerce for cancellation of registration with the Application for Registration (Filing) of Enterprise Change (Restructuring), the Letter of Appointment (Entrustment), the notice for cancellation of bank account, the official seal, the financial seal and the contract seal. 3, about a week to get the notice of cancellation of industrial and commercial registration. Remarks: ① A limited liability company with independent accounting should first go to the industry and commerce for filing and registration, and make a cancellation announcement once or three times (45 days before the cancellation of industrial and commercial registration) and provide a cancellation liquidation report issued by an intermediary agency. (2) enterprises owned by the whole people, partnerships, branches and branch companies do not need to provide a cancellation notice and liquidation report when canceling industrial and commercial registration. (V) After the cancellation of the organization code certificate and statistical certificate is notified to the industrial and commercial cancellation, you can go to the industrial and commercial cancellation formalities with the original and duplicate of the organization code certificate and statistical certificate. 1. Necessity of liquidation and cancellation. If the company fails to cancel its registration after closing down, and there is no liquidation organization responsible for cleaning up the creditor's rights and debts, the company and the liquidation subject are the same litigant; After the company goes out of business, the registration is cancelled by the registration authority, but if there is no liquidation organization to clean up the creditor's rights and debts, the subject responsible for liquidation is the litigation subject. Therefore, only through legal liquidation and cancellation procedures can the company be eliminated in the legal sense, and the company and the liquidation subject with liquidation responsibility can be exempted from relevant legal responsibilities. II. Liquidation (I) Liquidation Procedure 1. A resolution on the dissolution of the company shall be made by the shareholders' meeting of the company, which must be passed by shareholders representing more than two thirds of the voting rights. 2. The liquidation group shall be established 15 days after the shareholders' meeting makes a resolution to dissolve the company. Within 1 days from the date of liquidation (the date of dissolution by resolution), notify the registration authority, tax department, labor department and bank in writing. 3. Obtain the Liquidation Guide, the Writing Format of Liquidation Report and the Application for Liquidation Filing from the Administration for Industry and Commerce, and handle the liquidation group filing. 4. Publish a liquidation announcement in newspapers and periodicals recognized by the Industrial and Commercial Bureau. 5. Prepare the balance sheet and property list on the date of liquidation. 6, for the national tax and local tax payment certificate. 7. After the liquidation announcement expires for three months, make a balance sheet and a list of assets at the end of liquidation. 8. Make a liquidation distribution plan. 9. The liquidation team shall prepare the liquidation report, income and expenditure statement and various financial account books during the liquidation period, and submit them to shareholders for confirmation. (II) Description: 1. Liquidation team ● The liquidation team of a limited liability company is composed of all shareholders, and can also be appointed as a member of the liquidation team as a certified public accountant, a registered lawyer or other professionals who are familiar with liquidation affairs. The members of the liquidation team shall not be less than three. ● During the liquidation period, the liquidation group shall exercise the following functions and powers: ■ Liquidate the company's assets and prepare a balance sheet and a list of assets respectively; ■ Notify or announce creditors; ■ Handling the unfinished business of the company related to liquidation; ■ Pay the taxes owed; ■ Clearing creditor's rights and debts; ■ Dispose of the company's remaining property after paying off debts; ■ Participate in civil litigation activities on behalf of the company ● The members of the liquidation team shall be loyal to their duties, perform liquidation obligations according to law, and shall not take advantage of their powers to accept bribes or other illegal income, or encroach on the company's property. Members of the liquidation group shall be liable for compensation if they cause losses to the company or creditors due to intentional or gross negligence. 2. The materials that the liquidation group shall submit for filing within 15 days from the date of liquidation: ● The resolution of the shareholders' meeting on the dissolution of the company; ● The establishment document of the liquidation group; ● Basic materials of each member of the liquidation group; ● A power of attorney shall also be submitted if professionals from social intermediary institutions participate. 3. Notice of liquidation and announcement of liquidation, registration of creditor's rights ● The liquidation group shall notify creditors within ten days from the date of its establishment and make at least three announcements in newspapers within sixty days. ● Creditors shall declare their creditor's rights to the liquidation group within 3 days from the date of receiving the notice, or within 9 days from the date of the first announcement if they have not received the notice. 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. After the liquidation group has approved the creditor's rights, it shall notify the creditor of the approval result in writing. ● The written notice and liquidation announcement shall include the name, address, reasons for liquidation, commencement date of liquidation, time limit for reporting creditor's rights, composition of liquidation group, mailing address and other contents that should be notified and announced. 4. Liquidated property ● Property owned or managed by the company at the beginning of liquidation; ● Property acquired by the company from the beginning of liquidation to the end of liquidation; ● Other property rights that should be granted by the company first. Note: ■ Property belonging to others in the company shall be recovered by the property owner through the liquidation group. ■ For the property that has been used as collateral, the creditor shall give priority to compensation within the scope of the pledged property, and the unpaid part shall be regarded as unsecured creditor's rights. The part where the guaranteed price exceeds the amount of the guaranteed debt belongs to the liquidation property. 5. Liquidation expenses ● Remuneration of members of the liquidation team and hired staff; ● Expenses required for the management, sale and distribution of liquidation property; ● Litigation fees, arbitration fees and announcement fees paid in the liquidation process; ● Other expenses paid to safeguard the legitimate rights and interests of creditors and shareholders during liquidation. 6. After cleaning up the company's assets and compiling the balance sheet and list of assets, the liquidation group finds that the company's assets are insufficient to pay off debts, and shall immediately apply to the people's court for bankruptcy. 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. 7. liquidation plan ● Liquidated property shall be paid off in the following order after the liquidation expenses are paid: ■ Employee salaries and social insurance expenses; ■ taxes; ■ Corporate debt. ● The debts of the enterprise that have not reached the repayment period should also be paid off, but the unexpired interest should be deducted; ● liquidation plan shall be confirmed by the shareholders' meeting; ● The remaining property after liquidation is paid off shall be distributed to shareholders in proportion to the investment; ● If creditors and shareholders are temporarily unable to participate in the distribution due to disputes over creditor's rights or litigation reasons, the liquidation group shall deposit the corresponding amount from the liquidation property in proportion. 8. Liquidation report After the liquidation report is confirmed, it is deemed that the responsibility of the liquidation group has been lifted. However, if the liquidation group commits illegal acts, this restriction shall not apply. III. Cancellation of registration (I) Procedures for cancellation of registration 1. Within ten days from the date when the liquidation report is confirmed, the liquidation group shall report the liquidation report and the list to the Administration for Industry and Commerce for filing and apply for cancellation of registration. 2. After the cancellation of registration is approved by the Administration for Industry and Commerce, the liquidation group shall announce the termination of the enterprise. (II) Description: 1. Materials to be submitted when the liquidation group submits the liquidation report and statement for the record ● Registration form of liquidation report for the record; ● Resolution on the dissolution of the company adopted by the shareholders' meeting; ● Original and photocopy of the Business License of Enterprise as a Legal Person; ● Balance sheet and property list on the start date of the enterprise list confirmed by the shareholders' meeting; ● Balance sheet and property list of the company at the end of liquidation confirmed by the shareholders' meeting; ● Original and photocopy of tax payment receipt (national tax and local tax); ● Liquidation report issued by the liquidation group and confirmed by the shareholders' meeting (in duplicate, signed by members of the liquidation group and confirmed by the shareholders' meeting). 2. Documents and certificates that should be submitted when applying for cancellation of registration of the company. ● Application for cancellation of company registration signed by the person in charge of the company liquidation organization; ● Resolution on the dissolution of the company adopted by the shareholders' meeting; ● Liquidation report confirmed by the shareholders' meeting; ● Original, copy and official seal of the Business License for Enterprise as a Legal Person; ● A sample report published three times in the newspaper within 6 days after the establishment of the liquidation organization; ● Tax payment certificate issued by the tax department; ● Documents and certificates required by laws, regulations, rules and policies.