(1) The business term stipulated in the articles of association expires or other termination reasons stipulated in the articles of association occur;
(2) The investor decides to dissolve;
(3) Dissolution due to merger or division.
(4) Being revoked or ordered to close down according to law;
(5) Failing to start business within six months from the date of establishment without justifiable reasons, or suspending business for more than six months after opening.
These regulations are not applicable to bankruptcy liquidation. Article 5 The administrative department for industry and commerce of Shenzhen Municipal People's Government is the competent authority for enterprise liquidation (hereinafter referred to as the liquidation authority), which shall supervise and manage enterprise liquidation according to law. Chapter II Commencement of Liquidation Article 6 The date when an enterprise begins liquidation is:
(a) the date on which the operating period expires;
(2) The date when the investor decides to dissolve;
(3) the date of dissolution due to merger or division;
(four) the date of being revoked or ordered to close down according to law;
(5) the date when the liquidation institution announces the liquidation. Article 7 An enterprise shall notify the registration authority, tax department, labor department and bank in writing within seven days from the date of liquidation. If there are state-owned assets, it shall notify the state-owned assets management department in writing. Article 8 An enterprise shall, within/0/5 days from the date of liquidation, submit written materials related to liquidation to the competent liquidation authority. Article 9 After the liquidation begins, the enterprise shall stop its activities unrelated to liquidation. Article 10 The liquidation period starts from the date of liquidation and ends at the date of liquidation, and the liquidation period shall not exceed 180 days. If it is necessary to postpone due to special circumstances, it shall be approved by the competent liquidation authority. However, the longest liquidation period shall not exceed 360 days.
In the process of liquidation, if the liquidation is suspended due to litigation or other reasons, the period of suspension of liquidation may not be included in the liquidation period. Chapter III Liquidation Group Article 11 The liquidation group shall be established within 15 days from the date of liquidation. The members of the liquidation group shall not be less than three. Article 12 In case of termination as stipulated in Items (1), (2) and (3) of Paragraph 1 of Article 4 of these Regulations, the enterprise shall organize a liquidation group to carry out liquidation; In case of termination as stipulated in Items (4) and (5) of this article, the liquidation group shall be organized by the competent liquidation authority for liquidation.
Where an enterprise organizes a liquidation group for liquidation, the liquidation institution may also organize a liquidation group for liquidation upon the application of the enterprise. Article 13 Where an enterprise organizes a liquidation group, a joint stock limited company and a limited liability company shall be composed of directors or shareholders, and other enterprises shall be composed of investors. An enterprise may also appoint a registered accountant in China, a registered lawyer in China or other professionals familiar with liquidation affairs as members of the liquidation team. When the state-owned assets enterprise is liquidated, the liquidation group shall be attended by representatives of the state-owned assets management department.
After determining the members of the liquidation group, the enterprise shall report the list of members of the liquidation group to the liquidation institution for the record. Article 14 Where the liquidation authority organizes a liquidation group, the liquidation group shall be composed of investors, relevant departments, registered accountants in China, registered lawyers in China or other professionals familiar with liquidation affairs.
The liquidation group organized by the liquidation institution shall be responsible for the liquidation institution and report its work. Fifteenth in any of the following circumstances, the enterprise or the liquidation institution may replace the members of the liquidation group:
(a) members of the liquidation group have committed illegal acts in liquidation activities;
(2) Creditors and investors have legitimate reasons to request replacement;
(3) Other legal reasons. Article 16 The liquidation group shall represent the enterprise during the liquidation period. Article 17 The functions and powers of the liquidation group include:
(1) Notify known creditors in writing and notify unknown creditors by public announcement;
(two) to clean up the property, creditor's rights and debts of the enterprise, and to prepare the balance sheet and property list;
(3) Handling the unfinished business of the enterprise related to liquidation;
(four) to recover the creditor's rights of the enterprise and recover the unpaid capital contribution of the investor;
(five) pay the wages and social insurance premiums of employees, and pay the taxes owed by enterprises;
(6) Paying off the debts of the enterprise;
(seven) to deal with the remaining property of the enterprise after paying off its debts;
(eight) to participate in litigation and arbitration activities on behalf of enterprises;
(9) Handling other liquidation business.
The functions and powers of the liquidation group shall be decided by more than half of all members of the liquidation group. Article 18 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 use their powers to accept bribes or other illegal income, and shall not occupy or squander the property of the enterprise. Article 19 The remuneration of the members of the liquidation group organized by an enterprise shall be determined by the investors; The remuneration of the members of the liquidation group organized by the liquidation institution shall be determined by the liquidation institution. Chapter IV Declaration and Examination of Creditor's Rights Article 20 The liquidation group shall notify known creditors in writing within 10 days from the date of its establishment and make an announcement at least three times within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 90 days from the date of the first announcement if they have not received the notice, declare their claims to the liquidation group.
Where the liquidation is organized by a liquidation organization, and the assets or debts of the enterprise are less than 500,000 yuan, and the relationship between creditor's rights and debts is clear and the facts are clear, the creditors shall declare their claims to the liquidation group within 15 days from the date of receiving the written notice, or within 30 days from the date of the first announcement if they have not received the written notice.
If the creditor fails to declare his creditor's rights within the time limit stipulated in the announcement or bring a lawsuit within the time limit stipulated by law, it shall be deemed as an automatic waiver of his creditor's rights. However, this restriction shall not apply if the creditor's liability is not declared within the time limit and the declaration is made before the distribution of liquidation property is completed.