How to open the company cancellation certificate?
1. The licenses required for the cancellation of the company include: the original and photocopy of the company's business license, the original and photocopy of the organization code certificate and code certificate, the original and photocopy of the tax registration certificate, the official seal, the financial seal, the corporate seal, the shareholder seal, the unfinished blank invoice and the account book. If the company has other certificates such as customs import and export rights, they are also needed;
2. Precondition for the cancellation of the company: the shareholders or shareholders' meeting make a resolution to dissolve the company; The company is declared bankrupt according to law; The company's articles of association stipulate that the business term will not be renewed upon expiration; Reasons for dissolution stipulated in the articles of association or laws appear; The company is dissolved due to merger or division; The company is forcibly dissolved according to law; After the company is cancelled or revoked, it shall be cancelled;
3. If the enterprise fails to cancel normally, it will be deemed as automatic cancellation if it fails to make annual inspection in the second year. The legal representative and shareholders' meeting of the revoked enterprise are blacklisted by the industrial and commercial bureau, and may not be able to re-register the company in his own name within three years. Personal bad credit records will be kept for seven years and they will be fined.
Due to the different nature of liquidation, different laws apply to company liquidation:
1. The liquidation of the company due to bankruptcy shall be governed by the Enterprise Bankruptcy Law and the Civil Procedure Law;
2. The Company Law and the Civil Procedure Law shall apply to the non-bankruptcy liquidation of the company (referring to the situation that the company is dissolved voluntarily and ordered to be dissolved according to law).
The liquidation of a company, regardless of its nature, shall be carried out according to the following steps:
(a) the establishment of a liquidation group;
(2) Carrying out liquidation work;
The liquidation group shall take over the company from the date of its establishment and carry out the following business:
1, take over the company property;
2. Ending the unfinished business of the company;
3. Collect creditor's rights and clear debts;
4. Distribution of surplus property;
5. Cancel the corporate status of the company and revoke its business license.
(3) Notify creditors to declare their claims.
(4) Propose liquidation plan. After clearing up the company's property, preparing the balance sheet and property list, the liquidation group shall formulate and submit the liquidation plan, which shall be submitted to the shareholders' meeting for discussion and approval or confirmed by the competent authority.
The main contents of the liquidation plan are:
1, liquidation expenses;
2. Payable wages and labor insurance premiums;
3. Taxes payable;
4. Pay off the company's debts.
(5) Distribution of surplus property;
(6) Termination of liquidation.
legal ground
Enterprise Bankruptcy Law of the People's Republic of China
Article 1 This Law is formulated for the purpose of standardizing the bankruptcy procedures of enterprises, clearing up the creditor's rights and debts fairly, protecting the legitimate rights and interests of creditors and debtors, and maintaining the order of the socialist market economy.
Article 7 The debtor may apply to the people's court for reorganization, reconciliation or bankruptcy liquidation under the circumstances specified in Article 2 of this Law. If the debtor is unable to pay off the debts due, the creditor may apply to the people's court for reorganization or bankruptcy liquidation of the debtor. If an enterprise as a legal person has been dissolved but has not been liquidated or its assets are insufficient to pay off its debts, the person liable for liquidation according to law shall apply to the people's court for bankruptcy liquidation.
Article 8 When filing a bankruptcy application with the people's court, the bankruptcy application and relevant evidence shall be submitted. The bankruptcy application shall specify the following items:
(a) the basic information of the applicant and the respondent;
(2) the purpose of the application;
(three) the facts and reasons for the application;
(4) Other matters that the people's court deems necessary.
If the debtor applies, it shall also submit to the people's court a statement of property status, a list of debts, a list of creditor's rights, relevant financial and accounting reports, a plan for the placement of employees, the wages of employees and the payment of social insurance premiums.
Article 107 If the people's court declares the debtor bankrupt according to the provisions of this Law, it shall serve it on the debtor and the administrator within five days from the date of ruling, notify the known creditors within ten days from the date of ruling, and make a public announcement.
After the debtor is declared bankrupt, the debtor is called bankruptcy, the debtor's property is called bankruptcy property, and the creditor's rights enjoyed by the people's court when accepting the bankruptcy application are called bankruptcy claims.
Company Law of the People's Republic of China
Article 183 Where a company is dissolved due to the provisions of Item (1), Item (2), Item (4) and Item (5) of Article 180 of this Law, a liquidation group shall be established within 15 days from the date when the reasons for dissolution appear to start liquidation. The liquidation group of a limited liability company is composed of shareholders, and the liquidation group of a joint stock limited company is composed of directors or personnel determined by the shareholders' meeting. If a liquidation group is not established for liquidation within the time limit, the creditor may apply to the people's court to appoint relevant personnel to form a liquidation group for liquidation. The people's court shall accept the application and promptly organize a liquidation group to carry out liquidation.
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.
Article 185 The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidation group.
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.
During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.
Article 186 After clearing up the company's assets, preparing the balance sheet and list of assets, the liquidation group shall formulate the liquidation plan and report it to the shareholders' meeting, shareholders' meeting or the people's court for confirmation.
After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the company's debts, the company's property shall be distributed according to the proportion of capital contribution of shareholders of a limited liability company and the proportion of shares of shareholders of a joint stock limited company.
During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to 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.
Article 187 If the liquidation group finds that the company's assets are insufficient to pay off debts after clearing up the company's assets and compiling the balance sheet and list of assets, it shall apply to the people's court for bankruptcy according to law.
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.
Article 188 After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting, the shareholders' meeting 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 termination of the company.
Article 189 Members of the liquidation group shall be loyal to their duties and perform liquidation obligations according to law.
Members of the liquidation group shall not take advantage of their powers to accept bribes or other illegal income, and shall not 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.