first step
Information required for cancellation of the company's national tax registration certificate:
1. Original and photocopy of national tax;
2 this year's final report;
3. Cancellation report;
4. Fill in the tax cancellation form (if there are unused invoices, cancel them first).
Second step
Go to the competent industrial and commercial bureau of the company to handle it.
Required information:
1, a 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
Published in the newspaper (the company will be cancelled after 45 days of publication).
Required information:
1, a copy of the company's business license and a copy of the resolution of the company's shareholders' meeting;
2. A 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
Forty-five days after the newspaper was published, I went to the industrial and commercial bureau again to apply for cancellation.
Required information:
1. Original business license of the company (original and copy);
2. Tax cancellation documents;
3. Resolution of the company's shareholders' meeting;
4. Company liquidation report;
5. Forms received by the Trade and Industry Bureau;
6. Original documents of the company.
Step five
Cancel the code certificate at the Quality Supervision Bureau.
Required information:
1, business license cancellation certificate;
2, the original code certificate (copy);
So the company was cancelled.
Second, the cancellation conditions
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.
Third, the legal basis
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 and register 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.
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.
5. The liquidation group shall formulate the 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.
6. Distribute 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 making a 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.