In any of the following circumstances, the simple cancellation registration procedure is not applicable to the enterprise:

1. The foreign-invested enterprises involved in the implementation of special access management measures stipulated by the state do not include domestic limited liability companies reinvested by foreign-invested enterprises. It is revoked according to law, listed in the list of seriously illegal enterprises, or listed in the list of abnormal operations and has not been removed.

2, is being included in the list of abnormal business or serious illegal and untrustworthy enterprises list. Enterprise equity (investment interest) has been frozen or registered as pledge.

3. Ownership (investment interests) is frozen, pledged or mortgaged with movable property according to law. Be investigated and dealt with in violation of enterprise registration management regulations, or involve other major cases.

4. There are cases of investigation, administrative coercion, judicial assistance or administrative punishment. The judicial organs and other relevant departments shall restrict the cancellation or organize liquidation according to law.

5. The unincorporated branch of the enterprise has not gone through the cancellation of registration. Enterprises enter administrative reconsideration, litigation or arbitration procedures.

6. The summary cancellation procedure has been terminated, including the case that the registration authority decides not to accept the summary cancellation registration or not to make a decision on the summary cancellation registration.

7. If the laws, administrative regulations or the State Council decisions require approval before boarding, it shall be implemented in accordance with the pre-approval catalogue for industrial and commercial registration published by the General Administration of Work-related Injury.

8. Other circumstances in which the enterprise's simple cancellation of registration is not applicable.

General steps of enterprise cancellation

liquidate

Before going through the cancellation formalities with the registration authority, the company must carry out liquidation according to law, including terminating production, operation and sales activities, handling company affairs, settling civil litigation, clearing creditor's rights and debts and distributing the remaining property.

The liquidation of a company, regardless of its nature, shall be carried out according to the following steps:

1. Establish a liquidation group.

2. carry out liquidation.

The liquidation group shall take over the company from the date of establishment and carry out the following business: take over the company's property, close the company's unfinished business, collect creditor's rights, clear debts, distribute the remaining property, cancel the company's legal person status and revoke its business license.

3. Notify creditors to declare their claims.

4. Put forward 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. Liquidation plan's main contents include: liquidation expenses, wages and labor insurance premiums payable, taxes payable, paying off the company's debts, distributing surplus property and ending liquidation.

After the liquidation is completed, it can be cancelled.

register

During the cancellation process, the company needs to cancel the corresponding accounts in the following seven departments or institutions:

1. Social Security Bureau: Check whether there are unpaid social security fees, and then cancel the company's social security account.

Tax official: Check whether there are any unpaid taxes or fees, and then cancel the national tax and local tax of the company.

3. Newspaper media: The company needs to publish itself in the newspaper and announce that the company is about to cancel.

4. Industry and Commerce Bureau: handle the company's record cancellation and cancel the business license.

5. Opening bank: cancel the company's account opening license, basic bank account and other accounts.

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

7. Public security organ: the legal effect of canceling the company seal (the seal itself may not be handed in).

Cancel the material

Before the company applies for cancellation, it shall be liquidated, and after the liquidation, it may enter the company cancellation application procedure. After liquidation and before cancellation, the Company shall issue and prepare the following reports:

1. Application for cancellation of company registration signed by the person in charge of the liquidation group of the company or the legal representative of the company;

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

3. Bankruptcy ruling of the court, documents ordered by the administrative organ to close down 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 limited 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 shareholders are natural persons, they shall be signed by themselves, and shareholders other than natural persons shall affix their official seals. A joint stock limited company shall be affixed with the official seal by the promoters representing more than two thirds of the voting rights or confirmed by the chairman of the shareholders' meeting and the directors present at the meeting.

Documents submitted by a wholly state-owned limited liability company to the investor or the department authorized by the investor.

If the company registration is cancelled by the company registration authority according to law due to violation of the relevant provisions of the Regulations on the Administration of Company Registration, it shall apply to the company registration authority for cancellation of company registration.

4. The liquidation report confirmed by the shareholders' meeting or relevant departments; '

5. Sample newspaper with cancellation notice;

6. Other documents required by laws and administrative regulations;

A wholly state-owned company shall also submit the decision of the state-owned assets supervision and administration institution, and the approval documents of the people's government at the corresponding level shall also be submitted to the important wholly state-owned company recognized by the State Council.

Legal basis:

Article 73 of the Company Law

After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

Article 182 of the Company Law of People's Republic of China (PRC) * * * Company has serious difficulties in its operation and management, and its continued existence will cause great losses to shareholders' interests. If it cannot be solved by other means, shareholders holding more than 10% of all shareholders' voting rights of the company may request the people's court to dissolve the company.