According to the "Chinese People's **** and the State Company Law" and the "Regulations on the Administration of Company Registration" in the relevant legal provisions, the specific liquidation procedures for limited companies are as follows:
One, the establishment of the liquidation group, and for the record
Companies dissolved and liquidated, the liquidation group shall be established within 10 days from the date of the list of members of the liquidation group, the person in charge of the liquidation group to the company's registration authorities For the record.
The following materials should be submitted for the record:
1, the head of the company's liquidation group signed the "application form for filing";
2, the basic information of the liquidation group, signed by the company's "power of attorney";
3, shareholders' meeting on the establishment of the liquidation of the resolution;
4, the company's "business license for enterprise legal persons" copy of the copy.
Two, notification and announcement of creditors
The liquidation group shall notify the creditors within 10 days from the date of its establishment and announce it in the newspaper within 60 days.
The content of the notice and announcement shall include the name of the company, domicile, legal representative, registration number, the reason for cancellation, the date of commencement of the liquidation, the liquidation group and the working address, the period and place for filing the claims, and the precautions to be taken.
Third, the declaration and registration of claims
Creditors shall, within thirty days from the date of receipt of the notice, or within forty-five days from the date of the announcement if the notice is not received, declare their claims to the liquidation group.
The creditor declaring the claim shall state the relevant matters of the claim and provide supporting materials. The liquidation group shall register the claims.
During the period of declaration of claims, the liquidation group shall not liquidate the creditors.
Four, clean up the company's property, prepare balance sheets and property lists, formulate a liquidation plan, and report to the shareholders' meeting or the court for confirmation
After cleaning up the company's property, and preparing balance sheets and property lists, the liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, the general meeting of the shareholders, or the people's court for confirmation.
V. Execution of the liquidation program and distribution of property.
The liquidation group shall distribute the company's property according to the liquidation plan confirmed by the shareholders' meeting, and the legal order of distribution of the company's property shall be as follows:
1. Payment of liquidation expenses;
2. Payment of the employees' wages, social insurance costs and statutory compensation;
3. Payment of taxes owed;
4. After the settlement of the company's debts;
5. The remaining property after the liquidation of the above sums shall be distributed by the limited company in accordance with the proportion of the shareholders' capital contribution, unless otherwise provided in the articles of association of the company.
During the liquidation period, the company survives, but may not carry out business activities unrelated to the liquidation. The property of the company shall not be distributed to the shareholders until it is liquidated in accordance with the provisions.
VI. Prepare a liquidation report and report for confirmation.
After the liquidation of the company, the liquidation group shall prepare a liquidation report and report to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation. The liquidation report shall include the following:
1, debts and liabilities have been cleared;
2, all taxes and employee wages have been settled;
3, has issued a notice of cancellation.
Seven, the deregistration
1, apply for deregistration.
Within 10 days from the date when the liquidation report is confirmed, the liquidation group applies to the company registration authority for deregistration. In one of the following cases, the liquidation group shall apply to the original company registration authority for deregistration within 30 days from the date of completion of the company's liquidation:
(1) the company is declared bankrupt according to law;
(2) the expiration of the period of time for the business as stipulated in the articles of association of the company, or other reasons for dissolution stipulated in the articles of association of the company, but the company survives through the amendment of the articles of association;
(3), dissolution by resolution of the shareholders' meeting or by resolution of the shareholders of a one-person limited liability company;
(4), revocation of business license, ordered to close down or revoked in accordance with the law;
(5), the people's court shall be dissolved in accordance with the law;
(6), other circumstances of dissolution provided for by the laws and administrative regulations.
2. Documents to be submitted for application for deregistration.
Application for cancellation of registration shall be submitted to the following documents:
(1) the company's liquidation group signed by the person in charge of the "application for registration of enterprise cancellation";
(2) the "designation (entrustment) letter";
(3) the bankruptcy ruling of the people's court, dissolution of the judgment instruments, the company in accordance with the "Company Law" made the dissolution of the resolution or decision, the administrative organ Documents ordering the closure or revocation of the company;
(4) Liquidation report filed and confirmed by the shareholders' meeting, the shareholders of a one-person limited liability company, or the people's court, or the approving authority of the company;
(5) Notification of Confirmation of Filing for the Members of the Liquidation Group;
(6) The original and duplicate copies of Business License for Corporate Legal Person;
(7) Other documents required to be submitted by laws and administrative regulations;
(8) The documents on the establishment and operation of the company.
(8), the application for deregistration of a wholly state-owned company shall also be submitted with the decision of the State-owned Assets Supervision and Administration Agency, of which the important wholly state-owned companies determined by the State Council shall also be submitted with the approval documents of the people's government of the current level.
Companies with branch offices applying for deregistration shall also submit proof of deregistration of the branch offices.
After the registration authority approves the deregistration, it announces the termination of the enterprise.
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Expanded Information: 1, the company liquidation is the dissolution of the company or by the insolvent After the declaration, in accordance with certain procedures to end the company's affairs, recovery of claims, debt settlement and distribution of property, and ultimately make the company's legal personality termination of the process of elimination. 2, the company needs to liquidate several situations: (1), the business license is revoked Enterprises in the production and operation process there are serious irregularities in the revocation of the business license should be revoked within 15 days of the revocation of the business license to set up a liquidation group for liquidation. (2), the company declared bankrupt Companies that can not repay debts and declared bankruptcy, the court to organize a liquidation group of the company's property for liquidation. (3), the company canceled If the business owner does not want to continue to operate and choose to take the initiative to write it off, it is also necessary to liquidate. In addition to these cases, the legal person becomes an unincorporated person, the place of registration of the enterprise to foreign countries and other cases are also required to liquidate. References: