1. Explanation of Company Law II. What are the rules for dissolving the company?
Article 18 1 of the latest Company Law stipulates that 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) Its business license is revoked, it is ordered to close down or it is revoked according to law.
(5) The people's court is dissolved in accordance with Article 183 of this Law.
From the comparison between the old and new company laws, the following major changes have taken place in the provisions on company dissolution:
First, the reasons for the dissolution of the merged company. The original articles were scattered, and now they are merged into one. 1-3 is arbitrary dissolution, and 4-5 is compulsory dissolution. This provision can make people clear at a glance and have an overall concept of company dissolution.
Second, the new regulations expand the original article 192 into three contents, namely, the business license shall be revoked according to law, and the business license shall be ordered to close or be revoked. Regarding the company's business license revoked by the administrative department for industry and commerce, the original "Company Law" did not specify whether it should be ordered to close down. There is a phenomenon of wrangling in practice, and the company's business license has been revoked by the administrative department for industry and commerce. Should the company enter the liquidation procedure? Who initiates and is responsible for the liquidation procedure?
Unclear, leading to some companies can not be liquidated, creditor's rights and debts go away. The administrative department for industry and commerce or other government departments have the right to order the closure according to law, but only the administrative department for industry and commerce has the right to revoke the business license.
Second, the effect of company dissolution.
Whether dissolution leads to the termination of corporate personality varies from country to country. The dissolution of Britain means the termination of corporate personality, and the dissolution of China means the termination of corporate personality, as do the United States, Japanese and continental European countries. This dissolution does not lead to the elimination of corporate personality, but only to liquidation procedures. After the liquidation is completed, the corporate personality of the company will be eliminated.
1, enter the liquidation procedure.
Except for dissolution due to merger or division, the company shall be liquidated under other dissolution circumstances. Through liquidation, the existing legal relationship of the company is terminated, the remaining property is distributed, and its legal person qualification is finally eliminated.
2. The company still exists, but it should stop its active business activities.
During the liquidation period, the company shall survive, but it shall not carry out active business activities, that is, its activities are limited to matters related to liquidation.
3. The dissolved company can resume its business under some circumstances.
There are no regulations in our country. Companies that are allowed to dissolve voluntarily in Japan should be resumed by a resolution of the shareholders' meeting before liquidation. So is Germany.
It can be understood that the dissolution of the company must be approved by the shareholders' meeting. After dissolution, the corporate identity of the company does not disappear immediately, but the company's property and debts need to be liquidated first, and the cancellation of registration can be handled in accordance with legal procedures after the liquidation report is submitted.
Extended reading:
What are the specific circumstances of the request for dissolution of the company?
How to write the company dissolution liquidation agreement, and what are the conditions for the company dissolution?
How to write the dissolution agreement of the demonstration company?