How to liquidate a company that has never been operated? Under the economic development of China, many people will choose to start their own companies, but poor management of the companies will also lead to bankruptcy and other phenomena. China has relevant laws on company liquidation. Let's take a look at how to liquidate companies that have never been operated.
How to liquidate a company that has not been operated 1 1? Is the company that has not been operated after its establishment liquidated?
After the establishment of the company, if it has not operated for more than 6 months and its business license has been revoked, the company shall set up a liquidation group for liquidation.
Regulations of the People's Republic of China on the Administration of Company Registration
Article 67 If a company fails to start business for more than six months after its establishment without justifiable reasons, or suspends business for more than six months after its opening, the company registration authority may revoke its business license.
Company Law of the People's Republic of China
Article 180 The company is dissolved for the following reasons:
(1) The business term stipulated in the articles of association expires or other reasons for dissolution stipulated in the articles of association occur;
(2) The shareholders' meeting or shareholders' meeting decides to dissolve;
(3) The company needs to be dissolved due to merger or division;
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court shall be dissolved in accordance with the provisions of Article 182 of this Law.
Article 183 Where a company is dissolved in accordance with the provisions of Items (1), (2), (4) and (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.
2. Can the liquidation application be withdrawn?
Before the people's court decides to accept the application for compulsory liquidation of the company, if the applicant requests to withdraw the application, the people's court shall allow it.
Due to the expiration of the business term stipulated in the Articles of Association or other reasons stipulated in the Articles of Association, or the shareholders' meeting or shareholders' general meeting decides to dissolve automatically, after the people's court accepts the application for compulsory liquidation and before the liquidation team distributes the remaining property to the shareholders, if the applicant requests to withdraw the application for compulsory liquidation on the grounds that the company has amended the Articles of Association or the shareholders' meeting or shareholders' general meeting decides the company's existence, the people's court shall allow it.
If the company's business license is revoked, it is ordered to close down or be revoked according to law, or it is forcibly dissolved by the people's court, the people's court shall not allow the applicant to apply to the people's court for withdrawing the application for compulsory liquidation after the people's court accepts the application for compulsory liquidation and before the liquidation team distributes the remaining property to the shareholders. However, the applicant has evidence to prove that the relevant administrative decision was revoked, or after the people's court decided to dissolve the company, the parties reached a settlement agreement on the company's existence.
How to liquidate a company that has not been operated? 2. Can the company be liquidated if it has not been operated?
Yes, you can.
Compulsory liquidation shall be carried out under the following circumstances:
1. When the business term stipulated in the articles of association stipulated in the Company Law expires and the liquidation team finds that the assets of the company cannot pay off all debts during the non-bankruptcy liquidation, the non-bankruptcy liquidation will be converted into bankruptcy liquidation. The shareholders' meeting decides to dissolve;
2. The shareholders' meeting decides that the liquidation shall be compulsory by the court;
3. The purpose of the company's establishment cannot be achieved or lost;
4. The number of shareholders of the company is lower than the legal minimum number;
5. The company fails to start business within 6 months after registration, or stops business for more than 6 months after opening.
6. The competent authority shall order the company to be dissolved, including the business license of the legal person being revoked by the administrative department for industry and commerce;
Regulations of the People's Republic of China on the Administration of Company Registration
Article 67 If a company fails to start business for more than six months after its establishment without justifiable reasons, or suspends business for more than six months after its opening, the company registration authority may revoke its business license.
Second, the company's compulsory liquidation procedures
The liquidation procedure of the liquidation group may refer to the provisions on voluntary liquidation. First, announce and notify creditors and urge them to declare their claims; The second is to clean up the company's property and prepare the balance sheet and property list; The third is to collect creditor's rights and pay off debts; The fourth is the distribution of surplus property; Fifth, the liquidation is over.
The scope of company liquidation is to examine the company's capital contribution, assets, creditor's rights and debts. The company's capital contribution not only involves the distribution of the rights and interests of the company's shareholders when the company exists, but also directly affects the distribution of the remaining property by the company's shareholders when the company terminates, and more importantly, the fundamental guarantee of the company's debts.
Therefore, when the company is liquidated, it is necessary to verify the authenticity of the shareholder's capital contribution and the authenticity of the company's capital.
After the capital verification of the company's contribution, the focus should be on checking the company's assets, including creditor's rights and debts, and analyzing the nature of creditor's rights and debts and the reasonable basis for repayment and recovery.
We can understand that, according to the regulations, the company can be forced to liquidate when it is not operating, and it is very important that if it is forced to liquidate, the company must go through legal procedures. I hope you can understand.
How to liquidate a company that is not operating? How to cancel a company that is not operating?
1. First, go to the national tax of the place of registration for cancellation, and at the same time, you can go to the industry and commerce for cancellation and filing.
Cancel the national tax:
The first trip: first take a cancellation application form and contact the company tax administrator to see what materials he needs to review.
The second trip: the tax Commissioner reviewed the materials you provided, generally including accounts, bank statements, purchase invoices, tax payment records and declaration records. Submit the application form in the lobby immediately, and the staff will call you and let you contact in 20 working days. This is the telephone number of the national tax clearing and settlement department.
The third trip: generally about 20 working days, call the national tax department to ask for settlement. When it is ok, go and get four forms, and many accounting subjects need to be filled in. Fill it out, stamp it, and send you two cancellation letters in the lobby. At this point, the national tax has been cancelled.
2. Run the national tax while running the industrial and commercial record, especially where there are one-stop service halls in some places. It is not easy to run. If you can do more things, you can do more
Business records:
1. Preparation: Download the company registration form on the website of the Administration for Industry and Commerce. Application for company registration (filing) (for limited liability companies and joint stock limited companies to apply for establishment, change registration and related matters filing) and power of attorney of designated representative or entrusted agent (for companies and their branches, unincorporated enterprises as legal persons and their branches and business units to register and file. Prepare a copy of the business license; Resolution of the shareholders of the company on the establishment of a liquidation group (see Baidu for the format).
2. Go to the industrial and commercial registration department to register, and you can get it in one trip. The other party will issue an official letter for the record. You can take the official letter to any publicly issued newspaper at or above the municipal level to issue a cancellation notice (the format can go to Baidu). 45 days after the announcement, it was cancelled by the industry and commerce.
Two. Conditions for cancellation of the company
If a company meets one of the following conditions, it may apply for cancellation:
1, the company was declared bankrupt according to law;
2. The business term stipulated in the Articles of Association expires or other reasons for dissolution occur;
3. The company is dissolved due to merger or division;
The company was ordered to close down according to law.
How to liquidate a company without operation 4. How to liquidate the cancellation of the company?
(1) First of all, for a joint-stock company, a liquidation group shall be established within 15 days after the shareholders' meeting makes a resolution to dissolve the company. 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).
(2) Next, the applicant needs to go to the Administration for Industry and Commerce to get the liquidation guide, the writing format of liquidation report, the application for liquidation filing and other forms, and handle the liquidation group filing. Submit filing materials to the liquidation management office of the Municipal Administration for Industry and Commerce within 0/5 days from the date of liquidation:
1. Resolution of the shareholders' meeting on dissolution of the company;
2. The establishment document of the liquidation group;
3. Basic information of members of the liquidation group;
4. Professionals from social intermediary institutions shall also submit a power of attorney.
(3) Publish a liquidation announcement in newspapers and periodicals recognized by the administrative department for industry and commerce. It is worth mentioning that the written notice and liquidation announcement should include the name, address, liquidation reasons, liquidation start date, time limit for reporting creditor's rights, composition of liquidation group, mailing address and other contents that should be notified and announced.
(4) Next, make a balance sheet and a list of assets on the liquidation day. Then, you need to apply for the tax payment certificate of national tax and local tax. Next, make a liquidation distribution plan. The liquidation group shall make liquidation reports, income and expenditure statements and various financial account books during the liquidation period, and submit them to shareholders for confirmation.
Second, the relationship between company cancellation and liquidation
According to the relevant provisions of Article 183 of the Company Law, liquidation according to law is a legal obligation that shareholders of a limited liability company must perform, with the purpose of solving the unresolved state of the reasons for the dissolution of the company, clearing up the company's creditor's rights and debts and protecting the legitimate rights and interests of creditors.
The so-called liquidation according to law means that the liquidation obligor should set up a liquidation group in time to handle liquidation affairs, including notifying creditors, making public announcements, cleaning up the company's assets, preparing balance sheets and lists of assets, formulating liquidation plan and submitting it to the shareholders' meeting, shareholders' meeting or people's court for confirmation. After paying the liquidation expenses, employees' wages, social insurance expenses and legal compensation, paying the taxes owed and paying off the debts of the company, the limited liability company still owns the remaining company property in proportion to the capital contribution of shareholders.
Tip: This kind of liquidation is not the internal liquidation of the company itself, and the audience is not only internal shareholders or investors. After the liquidation, a liquidation report must be prepared and confirmed by the company organ or the people's court before applying to the company registration authority for cancellation of registration.
Three. What are the plans for the cancellation and liquidation of the company?
The liquidation after the cancellation of an enterprise is generally divided into two levels:
(a) enterprise level, that is, companies engaged in entity production and operation (liquidation companies) should carry out enterprise income tax liquidation.
(2) At the shareholder level, it refers to the enterprise (individual) income tax obtained from the investment behavior of enterprise investors.