The dissolution of a company refers to the legal act that an established company stops its foreign business activities and starts to liquidate its unfinished business because of its articles of association or legal reasons, thus eliminating its legal personality.
Company liquidation refers to the act of clearing up the company's creditor's rights and debts according to law after the company has legal reasons for dissolution or reasons for dissolution stipulated in the articles of association. According to the provisions of the Company Law, when the company is dissolved due to the resolution of the shareholders' meeting, due to the expiration of the business term stipulated in the articles of association, due to the deadlock of the company or due to violation of the law, the company shall set up a liquidation group within 15 days.
2. Different reasons
The reasons for the dissolution of a company include general dissolution reasons, compulsory dissolution reasons and shareholders' request for dissolution. The reason for dissolution is generally that a company can be dissolved as long as there is a reason for dissolution; The reason for compulsory dissolution is that the competent authority or the people's court ordered the company to dissolve due to specific circumstances; In case of serious difficulties in the operation and management of the company, shareholders who hold more than 65,438+00% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
Company liquidation is based on the fact that the company is facing termination. There are two reasons for the termination of a company, one is the dissolution of the company, and the other is the bankruptcy of the company, that is, the company terminates on the basis of declaring bankruptcy. Both cases will lead to the liquidation of the company, but the liquidation organization and procedures are different.
3. Different program sequences
Whether the dissolution procedure leads to the termination of a company's legal person status varies from country to country. China implements the system of "dispersing first and calculating later". Dissolution does not lead to the elimination of the company's legal personality, but only to liquidation procedures.
After the liquidation of the company, the relevant rights and obligations can be eliminated and transferred, and the company can finally terminate. The purpose of company liquidation is to eliminate the rights and obligations between the company and other social subjects, thus providing a reasonable basis for the termination of the company.
Baidu Encyclopedia-Company Dissolution
Baidu encyclopedia-company liquidation