1, approved by the board of directors.
2. Investor (shareholder) approval
3. Approved by the Ministry of Commerce
4. Establish a liquidation group to liquidate assets, make an announcement and issue a liquidation report.
5. Cancellation of tax (national tax and local tax) registration certificate.
6, customs, finance and statistics departments for cancellation of approval.
7. Cancellation of foreign exchange registration certificate (foreign currency and RMB are remitted after purchasing foreign exchange, and foreign currency and RMB accounts are cancelled)
8. Cancellation of business (business license)
9. Cancellation of organization code certificate
10, cancellation of labor registration certificate
2. Cancellation and liquidation of foreign-invested enterprises.
(1) Liquidation period
The date when the liquidation of an enterprise begins shall be the date when the operating period of the enterprise expires, or the enterprise examination and approval authority.
The date when the enterprise is approved for dissolution, or the date when the people's court decides or the arbitration institution decides to terminate the enterprise merger.
Same day. The liquidation period of an enterprise starts from the date of liquidation and ends when an application for liquidation is filed with the enterprise examination and approval authority.
The report date shall not exceed 180 days. Due to special circumstances need to extend the liquidation period, by
The liquidation committee shall apply to the original examination and approval authority of the enterprise within 5 days before the expiration of the liquidation period. expand
The term shall not exceed 90 days.
(2) liquidation committee
From the date of liquidation/within 0/5 days of kloc-,the board of directors of the enterprise shall be established by at least three people.
Members of the liquidation committee are generally elected from the directors and can be employed and registered in China.
Accountants and lawyers. The main functions and powers of the liquidation committee are:
1. Clean up enterprise property, prepare balance sheet and property list, and formulate liquidation plan.
;
2. Announce the unknown creditors and notify the known creditors in writing;
3. Deal with the outstanding debts of enterprises related to liquidation;
4. Put forward the basis for property evaluation and calculation;
5. Pay the taxes owed;
6. Recover the unpaid amount from the shareholders;
7. Clean up creditor's rights and debts;
8. Dispose of the remaining property of the enterprise after paying off debts.
9. Respond and prosecute on behalf of enterprises.
(3) Liquidation notice and announcement
The enterprise shall notify the enterprise examination and approval authority and the enterprise in writing within 7 days from the date of liquidation.
Departments in charge, customs, foreign exchange management agencies, industrial and commercial registration authorities, tax authorities, enterprise bank and other relevant units, if an enterprise has state-owned assets, it must also notify the state-owned assets management department.
. In addition; Within 10 days after the establishment of the liquidation committee, notify the known creditors in writing.
The creditor's rights shall be announced at least twice in national newspapers within 60 days from the date of establishment.
Announcements published in local provincial or municipal newspapers. The first announcement shall be issued by the liquidation committee.
Published within 10 days from the date of establishment.
(4) Distribution of liquidation property
Enterprises and Chinese and foreign investors shall distribute the liquidation property according to law and shall not dispose of it at will. according to
According to relevant laws, liquidation expenses (including management, sale and distribution) should be paid in priority in property liquidation.
Share the expenses required for property liquidation and expenses such as announcement, litigation and arbitration. After)
Payment shall be made in the following order.
1. Employee salary and labor insurance premium;
2. National tax revenue.
3. Other debts.
The remaining property of the enterprise after paying the liquidation expenses and paying off all debts shall be in accordance with the investor's
Actual distribution ratio; Unless otherwise provided by laws, regulations, contracts and articles of association.
In addition, it should be noted that creditor's rights secured by property (such as mortgage, pledge, etc.). ), debt
The owner has the priority to be compensated for the mortgaged property. In addition, if the company's wealth is found in the liquidation process,
If the production is insufficient to pay off the debts, the liquidation committee shall apply to the court to declare the enterprise bankrupt, and the enterprise can rely on it.
If it is declared bankrupt according to law, it shall be handled in accordance with the laws and regulations of bankruptcy liquidation.
(5) The liquidation is over.
The liquidation committee will prepare a liquidation report and submit it to the board of directors after completing the above-mentioned property liquidation.
After confirmation, report to the enterprise examination and approval authority for the record. 10 Since the liquidation report is submitted to the enterprise examination and approval authority.
Within days, the liquidation committee shall cancel the registration with the tax authorities and the customs respectively, and in these
After the formalities are completed 10 days, the enterprise shall cancel its registration with the industrial and commercial registration authority and hand over its business.
License. At the same time, enterprises should make announcements in national newspapers and local provincial or municipal newspapers.
Termination.
Three. Materials submitted for cancellation of industrial and commercial registration
1, application report (2 copies)
2. Application for deregistration of foreign-invested enterprises (branches) provided by the Administration for Industry and Commerce (2 originals)
3. Resolution of the Board of Directors on the cancellation of the enterprise (2 originals, copy 1 copy)
4. Original and copy of approval certificate 2 (original)
5. Proof that the enterprise has published three times in the municipal newspapers and periodicals (2 originals, 1 copy)
6. Tax payment certificate issued by the tax authorities (1 original and 1 copy)
7. Tax payment certificate issued by the customs (1 original, 1 copy)
8. Liquidation procedures and principles confirmed by the candidates of the board of directors and the liquidation committee (2 originals, copy 1 copy)
9. Report on the liquidation of creditor's rights and debts confirmed by the board of directors or documents of the liquidation organization responsible for liquidation of creditor's rights and debts (1 original, 1 copy).
10. Original and copy of Business License of Enterprise as a Legal Person (original 1, copy 1)
1 1, enterprise information card of the industrial and commercial bureau (LC card)
12, official seal of the enterprise
13, agency (handling) enterprise registration information table
14. Other materials required by the Administration for Industry and Commerce.
Four, submit the following materials to the foreign exchange bureau for foreign exchange registration and cancellation of pre registration
1. written application (the liquidation result of the enterprise and the settlement plan of the foreign investor shall be explained in detail);
2. IC card for foreign exchange registration of foreign-invested enterprises (received after inspection);
3. The due liquidation provides the certification documents that the enterprise should be liquidated when it expires; Where the advance liquidation or special liquidation needs to be approved by the competent department of commerce (or industry), the approval document of the competent department of commerce (or industry) for enterprise liquidation shall be provided; In other cases, provide the announcement (certification document) that the business license of the enterprise is revoked by the industrial and commercial department or the relevant certification documents of the people's court's decision to dissolve the company;
4. liquidation plan confirmed by the competent authority of the company or the people's court;
5. General liquidation provides the liquidation audit report issued by the accounting firm (with the audit report of the latest annual foreign exchange receipts and payments statement), and special liquidation provides the liquidation report confirmed by the competent department of commerce (or industry);
6. Cancellation of tax registration certificate;
7. Supplementary explanatory materials that should be provided for the aforementioned materials.
Five, submit the following materials to the foreign exchange bureau for foreign-invested enterprises to liquidate foreign investors' purchase and payment of foreign exchange.
1. Written application (basic information of the enterprise, liquidation, ways and basis for distributing surplus funds to investors, actual remittance amount, tax payment, etc.). );
2. IC card for foreign exchange registration of foreign-invested enterprises;
3. In case of due liquidation, provide the certification documents for the due liquidation of the enterprise; Where the advance liquidation or special liquidation needs to be approved by the competent department of commerce (or industry), the approval document of the competent department of commerce (or industry) for enterprise liquidation shall be provided; In other cases, provide the announcement (proof) that the industrial and commercial department revoked the business license of the enterprise or the relevant proof that the people's court decided to dissolve the company;
4. liquidation plan confirmed by the competent authority of the company or the people's court;
5. General liquidation provides the liquidation audit report issued by the accounting firm (with the audit report of the latest annual foreign exchange receipts and payments statement), and special liquidation provides the liquidation report confirmed by the competent department of commerce (or industry);
6. Cancellation of tax registration certificate;
7. The latest capital verification report of the liquidation enterprise;
8. The latest balance sheet or certificate of foreign exchange account and RMB account issued by the bank;
9. Supplementary explanatory materials that should be provided for the aforementioned materials.