With the implementation of the new regulations, enterprises that choose simple cancellation will gradually increase. In this regard, we should focus on the following two aspects: first, we should be familiar with the conditions and procedures for simple cancellation of enterprises, provide legal services related to simple cancellation for clients (or potential customers), and avoid the legal risks brought to enterprises by long-term non-cancellation.
Second, how to protect the legitimate rights and interests of the client (whose interests are damaged due to the cancellation of the enterprise) through legal liabilities (especially the civil liabilities of investors) after the enterprise is simply cancelled, so as to avoid the legal risks brought by the simple cancellation of the enterprise. The following table combines the Guiding Opinions on Comprehensively Promoting the Reform of Simple Cancellation Registration of Enterprises to sort out the basic process of simple cancellation registration of enterprises.
Basic process of simple cancellation of enterprises
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(1) The limited liability company, unincorporated enterprise legal person, sole proprietorship enterprise and partnership enterprise (unincorporated enterprise) that did not carry out business activities after obtaining the business license did not have any creditor's rights and debts before applying for cancellation of registration, or the creditor's rights and debts have been liquidated (enterprises without creditor's rights and debts).
Respect the autonomy and autonomy of enterprises, and choose to apply general cancellation procedures or simple cancellation procedures.
? (2) If the court makes a ruling of compulsory liquidation or bankruptcy, the relevant enterprise liquidation group and enterprise manager may terminate the compulsory liquidation or bankruptcy procedure by virtue of the court ruling and apply to the original registration authority of the compulsory liquidator or bankrupt for simple cancellation of registration.
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Specific circumstances in which the summary cancellation procedure is not applicable
(1) involves foreign-invested enterprises that are subject to special access management measures as stipulated by the state.
? (2) Being included in the list of abnormal business operations or the list of enterprises with serious violations of laws and faithlessness.
? (3) The equity (investment interest) is frozen, pledged or mortgaged with movable property, etc.
? (four) investigation, administrative enforcement, judicial assistance, administrative punishment, etc ...
? (5) The unincorporated branch of the enterprise has not gone through the cancellation of registration.
? (6) Simplified cancellation procedures that have been terminated.
? (7) Laws, administrative regulations or decisions of the State Council require examination and approval before cancellation of registration.
? (eight) other circumstances that do not apply to the simple cancellation of enterprise registration.
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(1) An enterprise applying for simple cancellation of registration shall first announce to the public the information about its intended application for simple cancellation of registration and the commitments of all investors through the simple cancellation bulletin board of the national enterprise credit information publicity system (except for enterprises that have been forced to liquidate and the bankruptcy proceedings are terminated), and the announcement period shall be 45 days.
? (2) The registration authority shall at the same time push the relevant information of the enterprise's application for simple cancellation of registration to the taxation, human resources and social security departments at the same level through the national enterprise credit information publicity system, and push it to the competent commercial departments at the same level if foreign-invested enterprises are involved.
? (3) During the announcement period, relevant stakeholders and relevant government departments can simply cancel the bulletin board through the national enterprise credit information publicity system? Objection message? The function of raising objections and briefly explaining the reasons
? (4) After the expiration of the announcement, the enterprise may apply to the enterprise registration authority for simple cancellation of registration.
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(1) Application Form
Enterprises will no longer submit liquidation reports, investors' resolutions, tax payment certificates, filing certificates of liquidation groups, newspaper samples published in public announcements and other materials.
? (2) the power of attorney of the designated representative or entrusted agent
? (3) Letter of Commitment from all investors (the enterprise that terminated the compulsory liquidation submitted to the court for ruling to terminate the compulsory liquidation procedure, and the enterprise that terminated the bankruptcy procedure submitted to the court for ruling to terminate the bankruptcy procedure).
? The commitment letter of all investors is signed by all investors, including the decision of all investors to dissolve and cancel the enterprise and organize the completion of liquidation.
? (4) The original and duplicate of the business license
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After receiving the application, the registration authority shall conduct a formal review of the application materials, and may also use the national enterprise credit information publicity system to search and check the enterprises applying for simple cancellation of registration.
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3 working days
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(1) Inform the applicant in writing (electronically or otherwise) that the conditions for simple cancellation of registration are not applicable to this application.
? (2) The registration authority shall, within 3 working days, make a decision not to simply cancel the registration of the enterprise that has been challenged during the announcement period.
? (3) For enterprises that have not raised any objection during the announcement period, the registration authority shall make a decision to approve the simple cancellation of registration according to law within 3 working days.
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An enterprise shall be responsible for the truthfulness and legality of its application for simple cancellation of registration, the commitments of all investors and the materials submitted to the registration authority. The commitment of all investors is the basis of supervision and management.
(1) If an enterprise conceals the real situation or practices fraud in the simple cancellation registration, the registration authority may cancel the cancellation registration according to law, and at the same time, include the enterprise in the list of serious illegal and untrustworthy enterprises, and publicize it through the national enterprise credit information publicity system. Relevant stakeholders can claim their corresponding rights through civil litigation.
? (2) For those who maliciously use the simple cancellation procedure of an enterprise to evade debts or infringe upon the legitimate rights of others, relevant stakeholders may claim their corresponding civil liabilities from investors through civil litigation.
? (3) If an investor violates laws and regulations and constitutes a crime, he shall be investigated for criminal responsibility according to law.
? Of course, the above table is relatively rough, but it is only a rough combing and refinement of the relevant contents of the Guiding Opinions on Comprehensively Promoting the Reform of Simple Cancellation Registration of Enterprises. Please read the full text of the Guiding Opinions and consult the local administrative department for industry and commerce in practice.