(1) Investigate and clean up the company's property. The liquidation group shall investigate and clean up the company's property while urging creditors to declare their claims. According to the creditor's application and investigation and liquidation, prepare the company's balance sheet, property list and creditor's rights and debts list. It should be pointed out that the liquidation group shall not underestimate the value of the company's property when preparing the balance sheet.
(2) Formulate the liquidation plan. After preparing the company's financial and accounting report, the liquidation group shall formulate a liquidation plan and put forward specific arrangements for collecting creditor's rights and paying off debts.
(3) Submitted to the shareholders' meeting for approval or submitted to the competent authority for confirmation. Liquidation plan is the general plan for company liquidation. Therefore, the liquidation group of a joint stock limited company shall submit liquidation plan to the shareholders' meeting for approval. However, the members of the liquidation group of a limited liability company are composed of shareholders and need not be submitted to the shareholders' meeting for further approval. If the liquidation company is dissolved illegally, liquidation plan shall be reported to the relevant competent authorities for confirmation.
(4) In addition, the liquidation group of the company has the responsibility to immediately apply to the people's court with jurisdiction to declare bankruptcy if it finds that the assets of the company are insufficient to pay off the debts when cleaning up the company's assets and compiling the balance sheet and property list. After the people's court decides to declare bankruptcy, the liquidation group shall hand over the liquidation affairs to the people's court.
2. Clean up the creditor's rights and debts of the company.
(1) Handle the unfinished business of the company. During the liquidation period, the company shall not carry out new business activities. However, for the purpose of liquidation, the liquidation group of the company has the right to handle the unfinished business of the company.
(2) Collection of company claims. The liquidation group shall promptly request the company debtor to pay off the due company creditor's rights. For the unexpired corporate creditor's rights, the debtor should be required to pay off as early as possible. If the debtor does not agree to pay off in advance, the liquidation group may pay off in disguised form by transferring the creditor's rights.
(3) Paying off the company's debts. After clearing the company's assets, compiling the balance sheet and property list, the liquidation group of the company confirms that the existing assets and creditor's rights of the company are greater than the debts owed, which is enough to pay off all the debts of the company, and pay off the debts to the creditors in legal order. First of all, the liquidation expenses of the company should be paid, including the expenses required for the company's property evaluation, storage, sale and distribution, announcement expenses, remuneration of members of the liquidation team, fees for entrusted certified public accountants and lawyers, and litigation expenses. Secondly, pay employees' wages and labor insurance expenses; Third, pay the taxes owed; Finally, it is to repay the debts of other companies. When paying off the company's debts, we should pay attention to the following points: first, there has never been a strict order of paying off the company's debts, but the company's property must be able to pay off the company's debts; Second, before the deadline for urging the debt broker to declare expires, the company generally cannot pay off the debt first; Third, the company's property shall not be distributed to the company's shareholders before the company has paid off all its debts.
3. Distribute the company's surplus property
After the company has paid off all its debts, if the company's property remains, the liquidation group may distribute the remaining property to shareholders. According to Article 195 of the Company Law, a limited liability company shall make distribution according to the proportion of capital contribution of each shareholder; A joint stock limited company distributes shares in proportion to the shares held by each shareholder. Obtaining the distribution right of the company's surplus property is an important content of the company's shareholders' self-interest right and a basic right of the company's shareholders. In the way of distribution, it can take the form of monetary distribution, physical distribution or pricing distribution. Its basic requirements are: protecting shareholders' rights and interests to the maximum extent, and embodying the principle of equality and fair distribution.
Procedures and instructions for liquidation and cancellation of limited liability companies
Related vocabulary bankruptcy liquidation category knowledge
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I. Necessity of liquidation and cancellation
If the company fails to cancel its registration after its closure, and there is no liquidation organization responsible for clearing the creditor's rights and debts, the company and the liquidation subject are the same litigant; After the company goes out of business, the registration authority cancels its registration, but there is no liquidation organization to clean up the creditor's rights and debts, and the subject responsible for liquidation is the litigation subject. Therefore, only through legal liquidation and cancellation procedures, the company can be eliminated in the legal sense, and the company and liquidation subject responsible for liquidation can be exempted from relevant legal responsibilities.
Second, liquidation.
(1) Liquidation procedures
1. The resolution of the shareholders' meeting to dissolve the company must be passed by shareholders representing more than two thirds of the voting rights.
2. The liquidation group was established after the shareholders' meeting resolved to dissolve the company 15 days. Liquidation start date (resolution dissolution date) > >
Question 2: How to handle the legal basis of company liquidation procedures?
According to the provisions of Articles 184, 185, 186, 187, 188 and 189 of the Company Law of People's Republic of China (PRC) [1], the cancelled company can only go through the cancellation registration according to the following steps and announce the termination of the company.
1. A liquidation group shall be established according to law. The company shall set up a liquidation group within 15 days from the date of the dissolution, and 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.
2. Announce and notify creditors to declare their creditor's rights, and register the creditor's rights according to law. 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.
Three. The liquidation team took over the company and began liquidation. The liquidation group shall take over the company from the date of establishment, liquidate the company's unfinished business, clear up the company's creditor's rights and debts, dispose of the company's remaining property after paying off its debts, pay off the taxes owed and the taxes generated in the liquidation process, and participate in civil litigation activities on behalf of the company.
4. The liquidation group shall comprehensively clean up the company's assets and prepare a balance sheet and a list of assets.
Verb (abbreviation of verb) The liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, shareholders' meeting or people's court for confirmation. Among them: after clearing the company's property, compiling the balance sheet and property list, the liquidation group finds that the company's property is insufficient to pay off debts, and 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.
The intransitive verb distributes the company's property according to the liquidation plan confirmed by the shareholders' meeting, the shareholders' meeting or the people's court. 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.
7. After preparing the liquidation report and submitting it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation, apply for cancellation of company registration and announce the termination of the company. 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.
2. Edit the cancellation condition
1, the company was declared bankrupt according to law;
2. The business term stipulated in the Articles of Association expires or other reasons for dissolution occur;
3. The company is dissolved due to merger or division;
4. If the company is ordered to close down according to law, it may apply for cancellation.
Remarks: Revoking the business license means the cancellation of the company. In fact, if you don't plan to start a company in the future, you don't need to go through the cancellation procedures, because the business license of the company will be automatically cancelled without annual inspection. In addition, if the company stops filing tax returns, the tax bureau will also stop the company's tax registration certificate. However, the consequence of this practice is that it no longer has the qualification to become an enterprise legal person within three years, and it will return to normal after three years.
3 basic procedures
first step
Cancel the company's national tax registration certificate
Required information:
1. Original and copy of national tax
2. This year's final settlement report
Step 3 cancel the report
4. Fill in the tax cancellation form (if there are unused invoices, cancel them first) [1]
Second step
Go to the industrial and commercial bureau in charge of the company.
Required information:
1, copy of the company's business license
2. Resolution of the company's shareholders' meeting (the content is to cancel the company and set up a liquidation group)
3. Original documents of the company
4. Get the form from the Industrial and Commercial Bureau.
(The first step and the second step can be carried out at the same time)
Third step
Statement in the newspaper (cancellation of the company after 45 days)
Required information:
1, a copy of the company's business license and a copy of the resolution of the company's shareholders' meeting.
2. Copy of the ID card of the legal representative
3. Announcement contents (* * Company intends to cancel, and all creditors and debtors are invited to go to the liquidation group of our company to deal with their claims and debts within 45 days after newspaper publication).
Fourth step
45 days after the newspaper was published, ... >>
Question 3: If the enterprise wants to liquidate, what should be done with the inventory? When the general taxpayer cancels, its inventory will not be transferred out of the input tax, and its remaining tax will not be refunded.
According to the above provisions, when an enterprise cancels for various reasons, if the input corresponding to the ending inventory has been deducted, the input tax does not need to be transferred out, and if there are still inputs that have not been deducted, the tax authorities will not refund the tax.
The reasons for the cancellation of tax payment by enterprises include:
1, where the enterprise moves, it shall apply to the original competent tax authorities for cancellation of registration;
2. If the branch established by an enterprise in other places is cancelled, it shall apply to the tax authorities for cancellation of registration;
3. Being absorbed and merged by other enterprises, the legal person qualification is cancelled after the merger, and tax cancellation is required;
4. When the enterprise is dissolved and liquidated, tax cancellation is required.
The requirements for handling inventory are different in different situations. When dealing with inventory, enterprises should analyze the reasons for cancellation and take appropriate measures to reduce the value-added tax payable.
1. Enterprise relocation: the legal person qualification remains unchanged, and the inventory property right does not need to be changed. Therefore, the cancellation of registration will not affect the input and output, and will not generate additional tax burden;
2. The branch outside the enterprise is cancelled and the branch has inventory: the inventory of the branch can be disposed of in the following ways:
A) Return to the head office: regarded as sales, resulting in sales items. If there is not enough input surplus, the tax burden will be heavier, but the head office can deduct it. Therefore, if the branch company has excessive investment and the head office has insufficient investment, it can transfer the investment by returning, thus reducing the corporate tax burden as a whole;
B) Transfer to other branches: return to the head office together.
C) Selling to customers: Generally, prices are reduced, so reducing prices is also a way.
3. Corporate mergers and acquisitions, cancellation of legal person status, book inventory needs to be disposed of: corporate mergers and acquisitions are property rights transactions. According to the Reply of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on the Issue of Not Levying Value-added Tax on the Transfer of All Property Rights of Enterprises (Guo [2002] No.420), value-added tax is not levied on the assets involved (Note: business tax is not levied). So the property right of inventory has changed, but there is no need for value-added tax.
4. Enterprise liquidation, inventory needs to be disposed of: According to the provisions of the company law, after the liquidation of an enterprise, the legal person qualification is cancelled, and the legal person unit no longer exists, and the inventory of the enterprise needs to be disposed of. Common disposal methods include:
A) Return to the supplier: If the supplier wishes, it can be returned to the supplier. If the goods are returned to the supplier, the other party needs to issue a negative invoice, and the enterprise can reduce its investment. For enterprises with excessive investment, you can choose. If there is no surplus investment, this method may need to pay high taxes.
B) Selling at variable prices: For liquidation enterprises, selling and disposing of inventories is a commercial practice. According to statistics, when a general enterprise liquidates, the realizable selling price of inventory is about 30% of the book value. Therefore, enterprises can reduce the inventory price. According to the Reply of State Taxation Administration of The People's Republic of China on the Issue of Deducting Input Tax from Loss of Current Assets Caused by Assets Appraisal Impairment in Enterprise Restructuring (Guo [2002]1103No.), the input corresponding to the sale at a different price does not need to be transferred out.
C) Used to pay off debts: Paying off debts with inventory is also a common way of enterprise liquidation, and some debts are paid off according to the appraisal price. The specific value can be negotiated by both parties. However, the debt restructuring of liquidation enterprises is generally preferential, and the inventory worth 3 million compensates 5 million debts. This treatment will bring difficulties to the tax payment of inventory. Inventories that pay off debts are considered to be sold at fair value, and the fair value at liquidation is relatively low. However, the tax authorities may not think so, but consider the debt restructuring contract of the enterprise according to the fair value of normal operation, and the two sides are prone to differences.
D) Distribution to shareholders: Distribution to shareholders is also regarded as one of the items for sale. If shareholders can deduct it, you can consider this method. If the shareholders are individuals and small-scale taxpayers, this treatment is regarded as sales, which cannot be deducted from the other party's input, which is actually unfavorable to the enterprise.
In a word, there are various reasons for enterprises to cancel tax registration. Enterprises need to choose an appropriate inventory handling method or a mixture of several methods according to their own conditions to reduce the tax burden as a whole. If related parties are involved, we should also consider whether the pricing is reasonable.
Question 4: How does the company settle its debts through the debtor? Its solvency is limited to its registered capital. If the paid-in capital of an enterprise is less than the registered capital, it shall make up their respective subscribed capital. After paying the liquidation expenses with property, the enterprise shall pay off its debts in the following order: 1. Payable unpaid wages and labor insurance expenses 2. Unpaid taxes payable; 3. Outstanding debts. If it is insufficient to pay off the debts in the same order, it shall be paid off in proportion.
The liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or relevant competent authorities for confirmation, and submit it to the enterprise registration authority to apply for cancellation of enterprise registration and announce the termination of the enterprise.
Question 5: How to liquidate and split the company? A company liquidation is self-liquidation, through shareholders? Agree to set up a liquidation team
On the other hand, through court proceedings, the court appointed a law firm or accounting firm, shareholders and directors to form a liquidation team.
The above two methods can be used for limited liability companies, and the second method can only be used for joint stock limited companies.
Question 6: How do employees apply for company liquidation? If you are not a shareholder, you cannot apply for liquidation. Because liquidation is a company dissolution procedure. According to Article 183 of the Company Law, those who hold more than 65,438+00% of the voting rights of all shareholders of the company may apply to the people's court for dissolution of the company. So as to enter the liquidation procedure.
But as a creditor, you can apply for bankruptcy of the company according to Articles 2 and 7 of the Bankruptcy Law.
To apply for bankruptcy to the court, an application for bankruptcy and relevant evidence shall be submitted.
The bankruptcy application shall indicate: 1, the basic information of the applicant and the respondent.
2. Application purpose
3, the facts and reasons for the application
4. Other matters that the court considers necessary.
Question 7: What do you mean by the state of the enterprise at the time of liquidation? It refers to the legal act of clearing, disposing and distributing the company's property and creditor's rights and debts in accordance with legal procedures in order to end the existing property and other legal relations when the company is dissolved, so as to end its creditor's rights and debts, thus depriving the company of its legal person status. Except for dissolution due to merger or division, liquidation procedures must be handled for dissolution due to other reasons.
Question 8: How to pay taxes on the liquidation income of enterprises According to the current relevant tax policies, the following taxes should be paid on the liquidation income obtained from the disposal of the original inventory, movable property and immovable property during the liquidation of enterprises in bankruptcy. 1. The income of an enterprise from the production and processing of products or the purchase of goods is still treated as value-added tax in normal operation: the output tax is accrued according to the income of the enterprise from the production and processing of products or the purchase of goods, and the value-added tax is paid according to the balance of the output tax minus the input tax. For the used fixed assets that have been disposed of and the input tax has been deducted according to law, and the used items other than fixed assets, the output tax shall be accrued according to the applicable tax rate; Used fixed assets that are not deductible and the input tax is not deducted shall be subject to 4% value-added tax according to the simple method. However, when an enterprise cancels liquidation, the tax authorities will not refund the tax that has not been deducted from the inventory at the beginning of the period and the part that the input tax is greater than the output tax, nor will they offset the value-added tax that should be levied simply during liquidation. Two, enterprises to dispose of real estate, including houses, buildings, structures and ground attachments, according to the "sale of real estate" project to pay business tax. The transfer of land use right, trademark right, patent right, copyright and goodwill shall be subject to business tax according to the "intangible assets transfer" project. Three, enterprises to dispose of houses, buildings, structures and ground attachments and the transfer of land use rights income, pay land value-added tax according to law. Land value-added tax is the value-added part of income after deducting allowable deduction items, and it is calculated and levied at the prescribed tax rate. Determination of deduction items for the transfer of old houses: (1) An evaluation price can be provided for the transfer of old houses. There are three items that can be deducted from the transfer of old houses: first, the evaluation price of old houses and buildings (the evaluation price of old houses and buildings refers to the replacement cost price evaluated by the real estate evaluation agency recognized by * * * multiplied by the new discount rate when transferring second-hand houses and buildings). The evaluation price needs to be confirmed by the local tax authorities); The second is the land price paid for obtaining the land use right and the related expenses paid in accordance with the unified provisions of the state; The third is the tax paid in the transfer link. In addition, the assessment fee paid by taxpayers is allowed to be deducted when calculating the land value-added tax. (two) the transfer of old houses can not provide the evaluation price but can provide the purchase invoice. If a taxpayer transfers an old house or building, but cannot obtain the appraisal price, but can provide the purchase invoice, it can calculate the amount of deduction items specified in Items (1) and (3) of Article 6 of the Provisional Regulations on Land Value-added Tax from the year of purchase to the year of transfer upon confirmation by the local tax authorities. The deed tax paid by the taxpayer when buying a house can be deducted as "tax related to real estate transfer" if it can provide the deed tax payment certificate, but it shall not be used as the base for adding 5%. That is to say, the amount of deduction items that can provide the purchase invoice but cannot provide the evaluation price when transferring the old house includes three items: first, the amount planted in the purchase invoice (actually including Article 6 of the Regulations, "the amount paid for obtaining the land use right" and "the evaluation price of the old house and building"); 2. Deducted amount (deducted amount = planting amount in purchase invoice ×5%× years from the year of purchase to the year of transfer); 3. Taxes and fees related to the transfer of real estate (including business tax, urban maintenance and construction tax, stamp duty, deed tax and education surcharge paid during the transfer of old houses, and corresponding tax payment vouchers must be provided for the above four taxes and fees). (three) the transfer of old houses has not assessed the price, nor provided the purchase invoice. Where old houses and buildings are transferred, the local tax authorities may, in accordance with the provisions of Article 35 of the Tax Administration Law, implement the approved collection without evaluating the price and providing purchase invoices. Four, the transfer of property rights certificate, according to the amount of 5/10000 stamp duty. Five, the core of enterprise liquidation is to clean up and dispose of enterprise property (assets). The tax law stipulates that an enterprise shall pay enterprise income tax on the liquidation income before distributing the remaining property to shareholders. Therefore, during the liquidation of the enterprise, whether the assets are actually disposed of or not will be regarded as realized, and its appreciation or loss will be confirmed. Confirm that the appreciation or loss of enterprise assets in liquidation should be calculated according to their realizable value or fair value. During the liquidation period, the income obtained at the normal transaction price when the enterprise actually disposes of assets can be regarded as its fair value. For the assets that are not actually disposed of by the liquidation enterprise, the hidden profit and loss of asset realization should be confirmed according to its realizable value. The calculation of liquidation income mainly refers to the calculation of income generated in the process of disposing all assets and paying off all creditor's rights and debts. & gt
Question 9: How to liquidate the partnership? (1) Dissolved
1. A partnership enterprise shall be dissolved under any of the following circumstances: (1) Upon the expiration of the partnership term, the partners decide not to operate any more; (2) The reasons for dissolution agreed in the partnership agreement appear; (3) All partners decide to dissolve; (4) There is no quorum for partners for 30 days; (5) The partnership purpose stipulated in the partnership agreement has been achieved or cannot be achieved; (6) The business license is revoked, ordered to close or revoked according to law; (seven) other reasons stipulated by laws and administrative regulations.
2. The partnership shall be liquidated after dissolution, and the creditors shall be notified and announced.
(2) liquidation
1. When the partnership is dissolved, the liquidators are all partners; With the consent of more than half of all partners, more than 1 partners may be appointed or a third person may be entrusted as liquidator within 15 days after the dissolution of the partnership. If the liquidator is not determined within five days from the date of dissolution of the partnership, the partners or other interested parties may apply to the people's court for the appointment of the liquidator.
2. After the cancellation of the partnership, the original general partner shall still be jointly and severally liable for the debts of the partnership during its existence.
3. If the partnership enterprise is unable to pay off the debts due, the creditors may file an application for bankruptcy liquidation with the people's court according to law, or may ask the general partner to pay off.
4. If the partnership is declared bankrupt according to law, the general partner shall still bear unlimited joint liability for the debts of the partnership.
(4) Profit distribution and loss sharing of the partnership enterprise.
The partnership agreement stipulates the distribution and sharing according to the agreed proportion.
The partnership agreement does not stipulate that it shall be decided by the partners through consultation.
If negotiation fails, the partners shall allocate their capital contribution in proportion to the paid-in capital.
If the proportion of capital contribution cannot be determined, it shall be equally distributed and shared by the partners.
(5) The partnership agreement shall not stipulate that all profits shall be distributed to some partners or all losses shall be borne by some partners.
Question 10: What circumstances does the company need special liquidation? How to liquidate the company 1? The liquidation method of foreign-invested enterprises stipulates that the liquidation period of foreign-invested enterprises is 180 days, but it can be extended by no more than 90 days according to the situation. The special liquidation period of foreign-invested enterprises is 270 days, which can be extended for another 90 days according to the situation. 2. Article 186 of the Company Law of People's Republic of China (PRC) The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in the 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. Chapter VI Cancellation of Registration Article 42 If the company is dissolved and should be liquidated according to law, the liquidation group shall, within 10 days from the date of its establishment, file the names of the members and persons in charge of the liquidation group with the company registration authority.