Generally speaking, you should check the company's books.
Two. Company liquidation group filing 1, company filing application form (signed by the person in charge of company liquidation group) 2. Certificate of designated representative or entrusted agent (with 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. 45 days after the announcement of cancellation, the business license shall be cancelled at the issuing authority.
4. Cancel basic deposit 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. Seal card 4. Seal card 5. Cheque books, telegraphic transfer vouchers and other bank-related materials 6. The application for account cancellation is generally handled by the company's financial personnel, and the transfer or withdrawal procedures of the indoor basic balance are handled together.
Verb (abbreviation of verb): The industrial and commercial bureau accepts the cancellation 1, and the sample of the certificate cancellation statement published in the publicly issued newspaper; 2. All official seals and official seals should be engraved. 6. Cancellation of organization code certificate 1, original and photocopy of organization code certificate 2, organization code declaration form 3. A company with cancellation receipt from the Administration for Industry and Commerce shall apply to the company registration authority for cancellation of registration within 30 days from the date of liquidation: 1. The company is declared bankrupt according to law; 2. 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 or division; The company was ordered to close down according to law.
When a company applies for cancellation of registration, it shall designate or entrust its employees or agents of qualified agencies as the applicants for cancellation of registration.
Enterprises that pay enterprise income tax in the national tax should go through the cancellation procedures of local tax first. The cancellation process is divided into five steps in the order of * * * *, namely, cancellation of local tax, cancellation of national tax, cancellation of bank account, cancellation of industrial and commercial registration, cancellation of organization code certificate and cancellation of statistical certificate.
(1) Local tax 1 cancellation process. 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 "Application Form for Tax Liquidation" should fill in the tax amount of the last three whole years) 2. Entrust an intermediary to issue a tax payment report.
3. Go to the local tax cancellation department with the tax payment report, tax liquidation application form, tax liquidation registration form, approval form for cancellation of tax registration, tax registration (original and photocopy), code stamp, invoice card, IC card, encryption box, blank invoice (with a copy of the last billing and bookkeeping), 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 local tax cancellation registration notice.
(Be sure to declare and pay taxes on schedule before receiving the cancellation notice) (II) Cancellation of national tax process 1. With the original and photocopy of the local tax cancellation certificate, go to the national tax cancellation registration window to receive and fill in the Approval Form for Cancellation of Tax Registration, the Approval Form for Cancellation of Evasive Enterprises and the Application Form for Cancellation of Special Invoices.
2. With the completed form, take all the new and old general invoices purchased from 2003 to the cancellation date and the last special VAT invoice to the special administrator for invoice cancellation.
3. After completing the invoice cancellation, find a special administrator to cancel the general taxpayer qualification. The materials to be submitted are: (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 canceling the qualification of general VAT taxpayer) in duplicate; (4) Approval Form for Enterprise Cancellation and Evasion of Waste in duplicate; 5] Original general taxpayer qualification certificate.
4. Please ask the special administrator to make tax assessment and issue an assessment report.
After the special administrator cancels the qualification of general taxpayer, he/she will get the following information from the special administrator: (1) evaluation report; (2) business approval form; (3) general taxpayer qualification certificate; (4) Cancellation of the examination and approval form for waste evasion enterprises.
5. Print the cancellation application on A4 paper: there is no format restriction, clearly state 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 necessary 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 cancellation tax registration approval form, assessment report, business approval form, general taxpayer qualification certificate, cancellation tax evasion enterprise approval form, cancellation application form, original tax registration, copy of business license, and invoice purchase book to the cancellation tax registration window.
7. Wait for the national tax notice to receive the national tax cancellation registration notice.
(Be sure to file tax returns on schedule before receiving the cancellation notice) (III) Procedures for canceling bank accounts 1. Fill in the account cancellation application form 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.
(4) Cancel the industrial and commercial process 1, receive the application for enterprise change (restructuring) registration (filing) and the power of attorney (entrustment) and fill it in completely.
2. Go to the administrative department for industry and commerce for cancellation of registration with the Application for Enterprise Change (Restructuring) Registration (Filing), the power of attorney (power of attorney), the notice of cancellation of bank account, the official seal, the financial seal and the contract seal.
3. It will take 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 one or three cancellation announcements (45 days before the industrial and commercial cancellation) and provide a cancellation liquidation report issued by an intermediary agency.
(2) Enterprises owned by the whole people, partnerships, branches and branches do not need to provide cancellation notice and liquidation report when canceling industrial and commercial registration.
(5) After the cancellation of the organization code certificate and statistical certificate is notified to the industrial and commercial cancellation, the original and photocopy of the organization code certificate and statistical certificate can be used for industrial and commercial cancellation procedures. 1. The necessity of liquidation and cancellation. If the company fails to go through the cancellation of registration after its closure, and there is no liquidation organization responsible for clearing 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 authority cancels its registration, but there is no liquidation organization to clean up the creditor's rights and debts, and the subject responsible for liquidation is the litigation subject.
Therefore, only through legal liquidation and cancellation procedures, the company can be eliminated in the legal sense, and the company and liquidation subject responsible for liquidation can be exempted from relevant legal responsibilities.
Two. Liquidation (1) liquidation procedure 1. The resolution of the shareholders' meeting to dissolve the company must be passed by shareholders representing more than two thirds of the voting rights.
2. The liquidation group was established after the shareholders' meeting resolved to dissolve the company 15 days.
Notify the registration authority, tax department, labor department and bank in writing within 10 days from the date of liquidation (the date of dissolution by resolution).
3. Ask the Administration for Industry and Commerce for the liquidation guide, the writing format of liquidation report and the application for liquidation filing, and handle the liquidation group filing.
4. Publish liquidation announcement in newspapers and periodicals recognized by the Industrial and Commercial Bureau.
5. Prepare the balance sheet and property list on the liquidation day.
6, for the national tax and local tax payment certificate.
7. Three months after the expiration of the liquidation announcement, make the balance sheet and property list at the end of liquidation.
8. Formulate the liquidation distribution plan.
9. During the liquidation period, the liquidation group shall make liquidation reports, income and expenditure statements and various financial account books, and submit them to shareholders for confirmation.
(2) Description: 1. Liquidation group ● The liquidation group of a limited liability company is composed of all shareholders, and can also be held by certified public accountants, registered lawyers or other professionals familiar with liquidation affairs. The members of the liquidation group 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; ■ Clean up 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. Materials to be submitted by the liquidation group within 0/5 days from the date of liquidation: ● Resolution of the shareholders' meeting on dissolution of the company; ● The establishment document of the liquidation group; ● Basic information of members of the liquidation group; ● If professionals from social intermediary organizations participate, a power of attorney shall also be submitted.
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 claims to the liquidation group within 30 days from the date of receiving the notice, or within 90 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 approves the creditor's rights, it shall notify the creditor in writing of the approval result.
● 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 given priority by the company.
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, creditors should give priority to compensation within the scope of pledged property, and the unpaid part is regarded as unsecured creditor's rights.
The part where the guarantee price exceeds the amount of the secured debt belongs to the liquidation property.
5. Liquidation expenses ● Remuneration of liquidation team members and employees; ● Expenses required for the management, sale and distribution of liquidation property; ● Legal fees, arbitration fees and announcement fees paid during liquidation; ● Other expenses paid during liquidation to safeguard the legitimate rights and interests of creditors and shareholders.
6. After clearing up the company's assets, 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 ● After paying the liquidation expenses, the liquidation property shall be paid off in the following order: ■ Staff wages and social insurance expenses; ■ taxation; ■ Corporate debt.
● The debts of the enterprise that have not reached the repayment deadline 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 distributed to shareholders according to the proportion of capital contribution; ● If the creditors and shareholders are temporarily unable to participate in the distribution due to creditor's rights disputes or litigation reasons, the liquidation group shall deposit the corresponding amount from the liquidation property in proportion.
8. After the liquidation report is confirmed, it shall be deemed that the responsibility of the liquidation group has been discharged.
However, if the liquidation group commits illegal acts, this restriction shall not apply.
Three. Deregistration (1) Procedures for deregistration 1. Within ten days from the date of confirmation of the liquidation report, the liquidation group shall report the liquidation report and list to the administrative department for industry and commerce for the record and apply for cancellation of registration.
2. After the administrative department for industry and commerce approves the cancellation of registration, the liquidation group shall announce the termination of the enterprise.
(2) Description: 1. Materials to be submitted when the liquidation group submits the liquidation report and filing instructions ● Registration form of liquidation report filing; ● Resolution on dissolution of the company adopted by the shareholders' meeting; ● Original and photocopy of business license of enterprise as a legal person; ● Balance sheet and property list of the starting date of the list of enterprises confirmed by the shareholders' meeting; ● Balance sheet and property list at the end of liquidation confirmed by the shareholders' meeting; ● Original and photocopy of tax payment certificate (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 to 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 dissolution of the company adopted by the shareholders' meeting; ● Liquidation report confirmed by the shareholders' meeting; ● The original and photocopy of the business license of the enterprise as a legal person and the official seal; ● A sample report published three times in a newspaper within 60 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.