Before the company applies for cancellation, it shall be liquidated, and after the liquidation, it may enter the company cancellation application procedure. After liquidation and before cancellation, the Company shall issue and prepare the following reports:
1. Application for cancellation of company registration signed by the person in charge of the liquidation group of the company or the legal representative of the company;
2. "Application for Confirmation of Filing" by members of the liquidation group;
3. Bankruptcy ruling of the court, documents ordered by the administrative organ to close down or resolutions made by the company in accordance with the Company Law;
A limited liability company submits a resolution to the shareholders' meeting and a joint stock limited company submits a resolution to the shareholders' meeting. A limited liability company shall be signed by shareholders representing more than two thirds of the voting rights. If the shareholders are natural persons, they shall be signed by themselves, and shareholders other than natural persons shall affix their official seals. A joint stock limited company shall be affixed with the official seal by the promoters representing more than two thirds of the voting rights or confirmed by the chairman of the shareholders' meeting and the directors present at the meeting.
Documents submitted by a wholly state-owned limited liability company to the investor or the department authorized by the investor.
If the company registration is cancelled by the company registration authority according to law due to violation of the relevant provisions of the Regulations on the Administration of Company Registration, it shall apply to the company registration authority for cancellation of company registration.
4. The liquidation report confirmed by the shareholders' meeting or relevant departments; '
5. Sample newspaper with cancellation notice;
6. Other documents required by laws and administrative regulations;
A wholly state-owned company shall also submit the decision of the state-owned assets supervision and administration institution, and the approval documents of the people's government at the corresponding level shall also be submitted to the important wholly state-owned company recognized by the State Council.
Second, the legal liability of shareholders after cancellation
Under normal circumstances, after the cancellation of the company, the shareholders are not responsible for the debts of the original company. An independent legal entity of a limited company is like a veil, which separates the responsibilities of the company from those of shareholders. Even if the company's assets are insufficient to repay the company's debts, the company's shareholders are not subject to recourse by the company's creditors. After the company goes through the statutory cancellation procedures, it loses its legal personality, and neither the company nor the shareholders are responsible for the company's previous debts.
However, according to Article 20 of the Company Law, "if a company's shareholders abuse its independent status as a legal person and its limited liability to evade debts, which seriously damages the interests of the company's creditors, they shall be jointly and severally liable for the company's debts." In other words, after the cancellation of the company, the shareholders should bear the shareholder responsibility under certain conditions.
When a company adds or cancels shareholders, it involves changes in the company's equity, which has a great impact on the company's production and operation. In specific cases, the cancellation of shareholders should be handled according to the actual situation in changes in equity, and the specific situation should be combined with the actual situation to avoid mistakes in the application of the law.