(1) Establish a liquidation group.
The liquidation group of a joint stock limited company is composed of directors or personnel determined by the shareholders' meeting.
(2) liquidation.
The liquidation group shall carry out the following business since its establishment:
1. Clean up the company's property and prepare the balance sheet and property list respectively. 2. Close the unfinished business of the company. 3. Collect creditor's rights and clear debts. 4. Distribute surplus property. 5. Cancel the corporate status of the company and revoke its business license.
(3) Notify creditors to declare their claims.
(4) Formulate the liquidation plan.
After clearing up the company's property, preparing the balance sheet and property list, the liquidation group shall formulate and submit the liquidation plan, which shall be submitted to the shareholders' meeting for discussion and approval or confirmed by the competent authority.
The main contents of the liquidation plan are:
1, liquidation expenses 2, wages and labor insurance premiums payable 3, taxes payable 4, and debts of the company.
(5) Division of the company's property.
After paying the above expenses, the liquidation group will redistribute the remaining property according to the proportion of shareholders' investment (the joint-stock company will distribute it according to the equity).
(6) Revoking the license.
After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.
Legal basis: People's Republic of China (PRC) Company Law.
Article 183 Where a company is dissolved due to the provisions of Item (1), Item (2), Item (4) and Item (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.
Article 184 During the liquidation period, the liquidation group shall exercise the following functions and powers:
(1) Clean up the company's assets and prepare a balance sheet and a list of assets respectively; (2) Notify and announce creditors. (3) Handling the unfinished business of the company related to liquidation; (four) to pay off the taxes owed and the taxes generated in the liquidation process; (5) Clearing up creditor's rights and debts; (6) Disposing of the company's remaining property after paying off debts; (7) Participate in civil litigation activities on behalf of the company.
Article 185 The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidation group. When a creditor declares its creditor's rights, it shall explain the relevant matters of the creditor's rights and provide supporting materials. The liquidation group shall register the creditor's rights. During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.
Article 186 After clearing up the company's assets, preparing the balance sheet and list of assets, the liquidation group shall formulate the liquidation plan and report it to the shareholders' meeting, shareholders' meeting or the people's court for confirmation. After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the company's debts, the company's property shall be distributed according to the proportion of capital contribution of shareholders of a limited liability company and the proportion of shares of shareholders of a joint stock limited company. During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to liquidation. The company's property shall not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.
Article 187 If the liquidation group finds that the company's assets are insufficient to pay off debts after clearing up the company's assets and compiling the balance sheet and list of assets, it shall apply to the people's court for bankruptcy according to law. After the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.
Article 188 After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.