1. What is the reason for cancellation? The company is due to one of the following reasons. It shall be 31 years from the date of liquidation. Apply to the company registration authority for cancellation of registration within days: 1. The company is declared bankrupt according to law; 2. When the business term stipulated in the Articles of Association expires or other reasons for dissolution stipulated in the Articles of Association occur; ?
3. The shareholders' meeting resolves to dissolve; ?
4. The company is dissolved due to merger and division; The company was ordered to close down according to law. ? When a company applies for cancellation of registration, it shall appoint or entrust its employees or agents of qualified agencies? As an applicant for cancellation of registration. ? Enterprises that pay enterprise income tax in the national tax should go through the cancellation procedures of local tax first, and the cancellation process is divided into five procedures according to the sequence. The steps are cancellation of local tax, national tax, bank account, industrial and commercial registration, organization code certificate and statistical certificate. Ii. liquidation process (1) applicable laws and regulations for liquidation? Due to the different nature of liquidation, different laws apply to the liquidation of a company: 1. The Enterprise Bankruptcy Law and the Civil Procedure Law apply to the liquidation of a company due to bankruptcy. 2. The Company Law is applicable to the liquidation of the company due to non-bankruptcy (refers to the situation that the company is dissolved voluntarily and ordered to be dissolved according to law)? And the Civil Procedure Law. (2) Materials submitted by the liquidation group of the company for the record?
1. the company filing application form signed by the person in charge of the liquidation group of the company (with the official seal of the company); ?
2. the certificate of the appointed representative or the entrusted agent signed by the company (with the official seal of the company) and the appointed representative or commission? A copy of the ID card of the entrusted agent (signed by myself);
3. the limited liability company submits the resolution of the shareholders' meeting on the establishment of a liquidation group (by shareholders representing more than two thirds of the voting rights? Sign; If the shareholders are natural persons, they shall be signed by themselves, and the shareholders other than natural persons shall affix their official seals); 4. Copy of the Company's Business License for Enterprise as a Legal Person (with the official seal of the company). ?
(3) what are the main contents of the liquidation report?
the composition of the liquidation group and when to start liquidation; ?
2. The main assets of the enterprise; ?
3. The main creditor's rights and debts of the enterprise; ?
4. Foreign investment of enterprises; ?
5. liquidation of creditor's rights and debts and disposal of foreign investment; ?
6. Distribution of remaining assets. ?
(4) what is the specific process of liquidation?
the shareholders' meeting decided to dissolve the company and made a resolution to stop all business activities; ?
2. After the resolution is formed, 15? A liquidation group shall be established within days, and the liquidation group shall be composed of shareholders; The liquidation group shall be established at 11? In the day? The names of the members and persons in charge of the liquidation group shall be filed with the company registration authority; ?
3. after the establishment of the liquidation group, it shall be held at 11? Notify creditors within days, and in 61? Announce in the newspaper within days; Creditors should? Since the date of receipt of the notice 31? Within days, 45 days from the date of announcement if the notice is not received? Declare creditor's rights to the liquidation group within days; ?
4. The liquidation group shall, from the date of announcement, 45? In the future (the statutory time limit for reporting creditor's rights and debts expires), liquidation will begin; ? Liquidation plan allocated funds to pay off in the following order:
(1) liquidation expenses; ? The liquidation expenses include the remuneration of the members of the liquidation team and the staff employed, and the management, sale and distribution of the liquidation property? The expenses, litigation fees, arbitration fees and announcement fees paid in the liquidation process, in order to protect creditors and? Other expenses paid by the legitimate rights and interests of shareholders. ?
(2) wages payable to employees; ?
(3) labor insurance premium; ?
(4) tax payable; ?
(5) Pay off the company's debts. ?
5. After liquidation, make a liquidation report; ? After clearing up the company's assets and compiling the balance sheet and list of assets, the liquidation group finds that the company's assets are insufficient to pay off debts. It shall immediately apply to the people's court for declaring bankruptcy. After the company is declared bankrupt by the people's court, the liquidation group shall put the liquidation matters? Affairs handed over to the people's court. ?
6. the shareholders' meeting will confirm the liquidation report; ?
7. since the end of liquidation 31? Within days, apply to the company registration authority for cancellation of registration; ?
8. After the registration authority cancels the registration, the applicant receives the cancellation notice and the company terminates. ?
third, the cancellation process? (1) Cancellation of required materials? When applying for cancellation of registration, the company shall submit the following documents to the registration authority:
an application for cancellation of registration signed by the person in charge of the company's liquidation organization; ?
2. application for cancellation of company registration signed by the legal representative of the company; ?
3. Bankruptcy ruling of the court, documents ordered to close by the administrative organ or resolutions or decisions made by the company in accordance with the Company Law; ?
4. liquidation report confirmed by the shareholders' meeting or relevant authorities; ?
5. the tax payment certificate issued by the tax department; ?
6. Account cancellation certificate issued by the bank; ?
7. Original and duplicate of the Business License of Enterprise as a Legal Person; ?
8. Other documents required by laws and administrative regulations. ?
(2) the process of canceling the local tax?
apply to the competent tax authorities for cancellation of tax registration, and receive and fill in the Application Form for Tax Settlement and Tax Settlement? Two copies of the Registration Form and three copies of the Application Form for Cancellation of Tax Registration (including the Application Form for Tax Liquidation)? Fill in the tax amount of the last three whole years); ?
2. entrust an intermediary agency to issue a tax clearance report; ?
3. Hold a tax clearance report, an application form for tax liquidation, a registration form for tax liquidation, an application form for cancellation of tax registration, and? And cancel the tax registration (original and duplicate), code stamp, invoice card and IC provided by the enterprise? Card, encryption box, blank invoice (with? Refund together with the last invoice), the superior competent department or the shareholders' meeting cancels the enterprise decision and official seal to the local tax? The cancellation department handles the cancellation procedures; ?
4. wait for the local tax notice to receive the notice of cancellation of local tax registration (be sure to declare and pay taxes on schedule before receiving the notice of cancellation). ?
(3) cancellation of the national tax process?
with the original and photocopy of the local tax cancellation certificate, go to the national tax cancellation registration window to collect it and fill in the cancellation tax registration? Record the Application Approval Form, the Approval Form for Cancellation and Escaping Enterprises, and the Application Form for Cancellation of Special Invoices; ?
2. With the completed forms, bring all the new and old invoices purchased up to the cancellation date and the last purchase? The last special VAT invoice shall be handed over to the special administrator for cancellation; 3. After completing the cancellation of invoices, find a special administrator to cancel the qualification of general taxpayers, and submit the following materials:
(1) fill in the business approval form in duplicate; ?
(2) the application form for cancellation of tax registration is in duplicate; ?
(3) What is the tax document collection notice (acceptance document name: approval form for canceling the qualification of VAT general taxpayer)? Two copies; ?
(4) the examination and approval form for cancellation and desertion of enterprises in duplicate; ?
(5) the original of the general taxpayer qualification certificate; ? 4. Please ask the special administrator to make tax assessment and issue the Assessment Report; After the special administrator cancels the qualification of general taxpayer, he will go to the special? The administrator office receives the following information:
(1) Evaluation Report; ? (2) Business Approval Form; ? (3) General Taxpayer Qualification Certificate; ? (4) Approval Form for Cancellation and Escaping Enterprises; ?
5. use A4? A paper-printed application for cancellation: there is no format restriction, the reasons for cancellation are clearly written, and the official seal of the enterprise is affixed. People sign. If it is a branch (or branch) enterprise, it is also required to provide a resolution of the board of directors, which requires the legal person and shareholders to sign it. Stamp the official seal of the head office (or head office); ?
6. Submit the Approval Form for Cancellation of Tax Registration, Assessment Report, Business Approval Form and General Taxpayer Qualification Certificate? Book, Examination and Approval Form for Cancellation and Escaping Enterprises, application for cancellation, original copy of tax registration, copy of business license, and issuance? Ticket purchase and collection to the window for cancellation of tax registration; ?
7. wait for the national tax notice to receive the notice of cancellation of national tax registration (be sure to declare tax on schedule before receiving the notice of cancellation). ?
(4) the process of canceling the bank account?
fill in the application form for cancellation of bank account and submit it to the People's Bank of China for examination and approval by the opening bank; ?
2. Submit the bank license, unused cash checks, transfer checks and other information to the bank for cancellation. ?
(5) cancel the business process?
receive the application for registration (filing) of enterprise change (restructuring) and the letter of designation (entrustment) and fill it in completely; ?
2. hold the application for registration (filing) of enterprise change (restructuring), the letter of designation (entrustment) and the cancellation of bank account? The notice, official seal, financial seal and contract seal shall be cancelled at the administrative department for industry and commerce; ?
3. Get the notice of cancellation of industrial and commercial registration in about one week. ?
Remarks: ① A limited liability company with independent accounting should register with the industry and commerce first, and publish a cancellation notice once or? Three times (before the cancellation of industrial and commercial registration 45? Daily newspaper announcement) and provide the cancellation and liquidation report issued by the intermediary.
② all? People-owned, partnership, branch and branch type enterprises do not need to provide newspaper cancellation notice and liquidation for cancellation of industrial and commercial registration? Report. ?
(6)? Cancellation of organization code certificate and statistical certificate? After receiving the industrial and commercial cancellation notice, you can go through the cancellation formalities at the industrial and commercial office with the original and duplicate organization code certificate and statistical certificate. ?
(7) Material filling specifications? When a company applies for cancellation of registration, it shall fill in the following forms: Application for Cancellation of Registration of the Company and Letter of Appointment (entrustment). ? Fill in the specifications as follows:
this form is applicable to limited liability companies and joint stock limited companies applying for cancellation; ?
2. The applicant shall fill in the full name of the company on the cover and affix the official seal of the company; ?
3. Page 2:
(1) Fill in the information of branches established by the company in the "Branch" column, and leave this column blank if there is no branch; ?
(2) the "reasons for the company's application for cancellation of registration" shall be filled in according to the provisions of the company law, which is the general case? No.198, 199? Article 1, 2, 3? Paragraph; ?
(3) "The liquidation of the company's creditor's rights and debts" shall be filled with the results of handling the creditor's rights and debts; ?
(4) The person in charge of the company's liquidation group shall sign in the column of "Signature of the person in charge of the liquidation group"; ? 4. The company applicant should fill in the second? Page, fill in the requirements and the "company registration" in the "application for company establishment registration" Contents of Submitted Documents and Certificates shall be filled in the same way; ? Application for cancellation of company registration? 5. the third? Page:?
(1) Examiners and approvers of the company registration authority should fill in "Accepted Review Opinions" and "Approved Results", "Accepted Review? The unified specification of the "Check Opinion" is: "After examination, the submitted documents and certificates are complete, and it is recommended to allow the company to cancel its registration"; "Approved knot? The unified standard of "result" is "the company is allowed to cancel its registration", which should be signed by the examiner and approver in the corresponding "signature" column. First name. ?
(2) The "Collection of Business License" shall be signed by the company applicant and the examiner of the company registration authority; ?
(3) The file manager of the company registration authority should fill in the column of "Filing of Cancelled Documents and Certificates", which can generally be filled in as? "Archival materials have been filed". ?
(4) the "acceptance date" shall mean that the documents submitted by the applicant are complete, and the company registration authority examiner receives the documents and issues the "accepted". The date of the notice. ?
(5) the "acceptance notice number" should be consistent with the "acceptance notice". ) registration acceptance? The first? Number "()? Fill in the abbreviation of district and county administrative divisions, such as "Jinghai"; ? Fill in the year number; The first? Number is the sequence number. ? Applicant refers to the natural person who is entrusted by the company to apply for cancellation of registration on behalf of the company. This person should be a company or? Branch employees. An agent of a qualified enterprise registration agency may also be an applicant of the company. 1. The applicant should "hereby designate (entrust)" in this form. Comrade ..... "Fill in my name in the space, at the same time? Should be in charge of handling? Item "fill in d in the blank, and should be in d? Select the word "cancellation" in the item and tick "√"; ?
2. "Designated (entrusted) time limit" refers to the time limit for entrusting the applicant to carry out the whole process of company cancellation registration, which should generally be? For more than half a year; ?
3. The entrusted (designated) person, that is, the applicant, shall sign with his own hand at the place of "Signature of the entrusted (designated) person"; ?
4. The principal refers to the company that applied for cancellation of registration. The "Signature (Seal) of the Principal" is signed by the legal representative of the company? And affix the official seal of the company?
5. In the box on the back of this instrument:? (1) When the client is an employee of the company or branch, paste a copy of his ID card; ? (2) When the principal is an agent with agent qualification, paste his agent qualification certificate and copy his ID card.