In the first case, the company may be dissolved when the business term stipulated in the articles of association expires or other reasons for dissolution stipulated in the articles of association arise. Of course, the reasons for this dissolution can survive by amending the articles of association. The shareholders' meeting must obtain the consent of shareholders representing more than two thirds of the voting rights to modify the articles of association, which means that a limited liability company can continue to exist only with the consent of shareholders holding more than two thirds of the voting rights.
In the second case, if the shareholders' meeting decides to dissolve, it can be dissolved. The resolution of the shareholders' meeting must be adopted by shareholders representing more than two thirds of the voting rights.
In the third case, the company needs to be dissolved due to merger or division. In this case, the merger and division of the company must be approved by shareholders representing more than two thirds of the voting rights, so the dissolution due to this situation is actually approved by shareholders representing more than two thirds of the voting rights.
In the fourth case, the business license is revoked, ordered to close down or revoked according to law. When this happens, the company cannot continue to operate and has to be dissolved, which is not out of the company's original intention.
In the fifth case, there are serious difficulties in the operation and management of the company, and the continued existence will cause great losses to the interests of shareholders and cannot be solved by other means. Shareholders who hold more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company. In this way, shareholders must file a lawsuit to dissolve the company.
Two. After the reasons for the dissolution of the company appear, a liquidation group shall be established.
Unless the company is dissolved due to merger or division, a liquidation group shall be established within 15 days from the date of dissolution. The liquidation group of a limited liability company is composed of shareholders. 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.
Three. Rights and obligations of the liquidation group
The liquidation group may exercise the following functions and powers, clean up the company's property, prepare balance sheets and property lists respectively, notify and announce creditors to pay the taxes owed by the company's outstanding liquidation-related businesses and the taxes generated during liquidation, and manage the debts of the company's remaining property after paying off the debts, so that the company can participate in civil litigation activities.
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.
After clearing up the company's property, preparing the balance sheet and property list, the liquidation group shall formulate the liquidation plan and report it to the shareholders' meeting, shareholders' meeting or the people's court for confirmation.
Four. Distribution of company property
The company's remaining property after paying liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying taxes owed and paying off the company's debts shall be distributed by the limited liability company according to the proportion of shareholders' investment. 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 regulations.
legal ground
Article 183 of the Company Law of People's Republic of China (PRC) If a company is dissolved according to the provisions of this Law, it shall set up a liquidation group within 15 days from the date when the reasons for dissolution appear and 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.