What because all sorts of causes are common,manage no less than going to is increasing also, the issue that occurrence company of so inevitable meeting cancels. Also hear a lot of people to complain cancel a company expensive bother again, so small today make up will how cancel a company a little with everybody, what is flow?
The choice below what circumstance cancels a company?
1, company lawfully suspend payment
2, at the expiration of one's term of office of business deadline of company rules provision is other perhaps disband main content to appear
3, amalgamative, schism dismisses the firm
4, the company is instructed lawfully shut
Do the flow that cancels a company and place require data?
One, industrial and commercial cancel put on record
1, company business charter carbon original and carbon photocopy
2, company shareholder is met resolution (establish liquidation group, dismiss a firm)
3, attorney proof
4, cancel requisition
5, official seal
6, company old way
2, cancel in the newspaper announcement
1, shareholder of photocopy of company business charter, company is met resolution photocopy.
2, photocopy of legal representative Id
3, announcement content
3, cancel corporation tax Wu to register card
1, business charter carbon
2, this year collects report of capture calculating Qing Dynasty
3, cancel a report
4, fill in duty Wu cancels form
4, industrial and commercial cancel
1, company business charter carbon former
2, duty Wu cancels proof file original and photocopy
3, company shareholder is met resolution (dismiss a firm, affirm liquidation reports)
4, the company liquidates a report
5, cancel requisition
6, attorney proof
7, official seal
5, cancel code testimony
1, business charter cancels proof file
6, the bank is cancelled
1, duty Wu cancels result requisition
2, business charter original
3, personal seal of official seal, financial regulation, legal person
4, original of legal person Id
5, original of agency person Id
6, seal gets stuck
7, seal of the obligate on seal card
8, basic account opens an account licence
9, chequebook
10, the bank such as proof of telegraphic transfer money is relevant data
11, sell a requisition
Cancel company time cost taller, whole cancelling company flow to come down is commonly 4 control to 6 months, the branch cancels time to be 4 months left and right sides. If the company appears a few serious problems, should cost ability of a year of time to cancel even.
Additional, need liquidates a company all Zhang this, proof, financial forms for reporting statistics, upload duty Wu forms for reporting statistics, if Wu does not have the Zhang before the enterprise to arrange or was not done, still need to fill so all ready.
Next, tax bureau still can check a company all duty Wu problems, look to whether have pay taxes unusual the case that perhaps takes money of dodge a tax, need pay tax evaded perhaps pays fine because of other issue, cancel charge to be able to increase again.
Some people see here says, since so troublesome, so flat was not cancelled! Small make up tell everybody but must not so do, because consequence is very serious!
Do not deal with the undesirable consequence that cancels a company
On November 8, 2016, top people court is released " about civil the change in carrying out, increase party the regulation of a certain number of problems " judicatory explanation, be in to the court civil the change in carrying out increases party problem to have comprehensive standard, include change to increase a flaw among them contributive and limited partner, violate compasses the liquidation responsibility person that cancels an enterprise.
The seventeenth serves as the legal entity of person be executived, belongings can't the debt with certain copy clerk of law of pay off become effective, change of application of application executive person, increase not the partner with pay or contributive pay of not full specified amount, contributive person or be opposite surely according to company laws and regulations this are contributive the initiator that assumes joint liability is person be executived, be in what responsibility has not assume lawfully inside the limits with contributive pay, people court should grant to support.
The 18th serves as the legal entity of person be executived, belongings can't the debt with certain copy clerk of law of pay off become effective, change of application of application executive person, increase smoke escape contributive and contributive partner, factitious person be executived, smoking escape responsibility assumes inside contributive limits, people court should grant to support.
The 19th serves as the company of person be executived, belongings can't the debt with certain copy clerk of law of pay off become effective, its partner did not fulfill contributive obligation to transfer equity namely lawfully, change of application of application executive person, add this former shareholder or be opposite surely according to company laws and regulations this are contributive the initiator that assumes joint liability is person be executived, be in what responsibility did not assume inside contributive limits lawfully, people court should grant to support.
The 20th regards the one person of person be executived as finite liability company, belongings can't the debt with certain copy clerk of law of pay off become effective, partner is indemonstrable company worth is independent the belongings at oneself, change of application of application executive person, increase this partner to be person be executived, assume joint liability to debenture Wu, people court should grant to support.
The 21st serves as the company of person be executived, deal with namely without liquidation cancel register, bring about a company to cannot undertake liquidating, the trustee that application carries out a person to apply for the change, shareholder that adds finite liability company, Inc. and accuse a partner to be person be executived, assume responsibility of implicative pay off to debenture Wu, people court should grant to support.
The 22nd serves as the legal person of person be executived or other organization, be cancelled or appear to be done business by revoke charter, by cancel, be instructed to shut, close a business after dismissing the origin of an incident, its partner, contributive person or director branch free accept its worth, cause this person be executived not to have bequeath belongings or bequeath belongings can't pay off debt, change of application of application executive person, increase this partner, contributive person or director branch to be person be executived, assume responsibility inside acceptance belongings limits, people court should grant to support.
The 23rd serves as the legal person of person be executived or other organization, deal with namely without be being liquidated lawfully cancel register, deal with in the mechanism that register cancel when registering, the 3rd person is written and affirmatory to be being carried out the person's debt assumes pay off responsibility, change of application of application executive person, increase this the 3rd person to be person be executived, assume pay off responsibility inside affirmatory limits, people court should grant to support.
Before this, industrial and commercial total bureau allots newest regulation, the enterprise does not undertake by times duty, company the company brings credit stain cancelling will giving, specific have effect of the following sides.
(1) legal person delegate cannot borrow money buy a house;
(2) legal person delegate cannot do immigrant;
(3) legal person delegate cannot get endowment insurance;
(4) the company will be annual be fined by revenue 2000 reach 10 thousand yuan;
(5) have owe tax, legal entity delegate can be prevented to leave the country; Cannot build plane and Gao Tie;
(6) do not declare taxation for a long time, revenue can come to check;
(7) do not declare taxation for a long time, bill can be locked up machine;
(8) net of industrial and commercial credence is entered manage unusual directory, all apply business to be restricted entirely external, be like: The bank opens an account, garrison the store is waited a moment.
Country to cancelling, the punishment that the company that does not declare dutiable goods has proclaimed in writing early to set:
Administrative punishment
1, " company method " the 211st the first section provision, "6 months exceed without warrant after the company holds water not of practice, or close down of the proper motion after practice is successive of 6 months above, can register mechanism revoke business patent by the company. Can register mechanism revoke business patent by the company..
2. " company of People's Republic of China registers regulation " the 68th, "6 months exceed without warrant after the company holds water not of practice, or close down of the proper motion after practice is successive of 6 months above, can register mechanism revoke business patent by the company. Can register mechanism revoke business patent by the company..
Company blacklist
The enterprise that did not cancel inside formulary time can be pulled by door of The Ministry of Commerce and Industry blacklist, this company should go Wu of industrial and commercial, duty be being dealt with after why metropolis experience chooses work strictly examine and verify.
Legal person blacklist
1, can be included blacklist by industrial and commercial bureau by revoke industry legal representative, partner, the name that cannot use oneself inside 3 years registers a company again.
2, duty Wu is permanent blacklist of monitoring be includinged, if register a company again, will be fined by pay tax evaded of tax authority date from.
Record of bank individual credence is bad will maintain 7 years, and should be fined; Individual credence record is bad will enter the system that sign a letter, right the bank borrows money after oneself, go abroad wait to be able to be affected somewhat.
Accordingly, to avoid to bring needless trouble, the company is cancelled should carry out strictly according to relevant provision, cannot laches. The relevant content that the company cancels introduces below:
The requirement that the company cancels:
1, company by lawfully suspend payment;
2, at the expiration of one's term of office of business deadline of company rules provision is other perhaps disband main content to appear;
3, the company is disbanded because of amalgamative, schism;
4, the company is instructed to shut lawfully.
The legal basis that the company cancels:
Basis " company law of People's Republic of China " the 184th, the 185th, the 186th, the 187th, the 188th, the 189th regulation, cancel a company lawfully after following measure organizations liquidate according to, just can deal with cancel register, announcement stops a company.
1, establish liquidation group lawfully;
2, announcement informs creditor declares creditor's rights, undertake registering to creditor's rights lawfully;
3, liquidation group take-overs company, develop liquidation work;
4, liquidation group clears in the round detailed list of work out balance sheet and company worth, belongings;
5, liquidation group makes liquidation plan, sign up for partner plenary meeting of meeting, shareholder or people court affirms;
6, according to partner plenary meeting of meeting, shareholder or the liquidation plan that people court confirms allocates company worth;
7, report of the liquidation that make, newspaper partner plenary meeting of meeting, shareholder or after people court affirms, application cancels a company to register, announcement company is stopped.
The company cancels flow:
The company cancels flow main component is 6 paces:
Industrial and commercial cancel put on record → is cancelled in the newspaper Wu of announcement → duty cancels → industrial and commercial cancel → code to cancel → bank
So, the liquidation with only lawful course, cancel an order, company ability is eliminated from legal meaning, company and the ability of liquidation main body that have liquidation responsibility avoid relevant legal responsibility.
The legal liability that liquidates principal part is to because go bankrupt,point to a company, in the liquidation that be disbanded outside reason of amalgamative, schism and undertakes, the company liquidates main body to violate the legal regulation that the company liquidates, or the legal responsibility that because fault creates the loss place of company or creditor,should bear.
(one) civil liability
1, the tort liability to pay compensation that liquidates group of cloggy liquidation
A. Liquidation group was not fulfilled to loan announcement and announcement obligation, bring about creditor declares creditor's rights not in time and did not obtain pay off, company creditor can advocate.
B. Carry out without affirmed liquidation plan gives a company or creditor causes a loss, company, partner or creditor can advocate.
C. When liquidation group is engaged in liquidating general affairs, lawbreaking, administrative regulations or company rules give a company or creditor's rights man-made becomes a loss, company and creditor can advocate.
2, the trustee of shareholder of finite liability company, Inc. and control a partner or control a person actually (liquidate obligor namely) the tort liability to pay compensation of cloggy liquidation
A. Did not establish liquidation group to undertake liquidating inside legal time limit, bring about company worth to devalue, prediction of a person's luck in a given year, damage or destroy break, in cause a loss liability to pay compensation is assumed to debenture Wu inside limits.
B. Idle at fulfilling obligation, bring about company main worth, Zhang book, important file to wait destroy break, cannot undertake liquidating, assume responsibility of implicative pay off to debenture Wu.
C. After the company is disbanded, ill will deals with company worth causes a loss to perhaps was not liquidated lawfully to creditor, with company of false liquidation report diddle the mechanism that register deals with legal person to cancel register, afore-mentioned responsibility main body assume responsibility.
3, the additional joint liability with partner or contributive and insufficient initiator
Not capture is contributive partner and the other shareholder when establishing or initiator, in not capture assumes responsibility of implicative pay off to debenture Wu inside contributive limits.
4, acceptance the additional joint liability of the 3rd person
Deal with namely without liquidation cancel register, bring about a company to cannot undertake liquidating, the 3rd person that assumes legal responsibility in acceptance of the industrial and commercial part that register can assume civil responsibility.
5, internal responsibility is distinguished
Afore-mentioned responsibility people are 2 people above, among them after one person or number person assume civil responsibility, the member that advocate someone else partakes according to fault size of responsibility, people court should in order to support.
(2) administrative responsibility
The administrative liability to liquidation group set only in our country active law, liquidation group regards company special period as main body of a responsibility outside assuming civil responsibility, still can assume administrative responsibility, and responsibility of this kind of administration is the absolute liability that breaks away from a company. But same, if liquidation group assumes civil liability to pay compensation and pay amerce, fine hind, when its belongings can't pay, civil compensation is had preferential suitable.
(3) criminal responsibility
Blame of the 162nd obstructive liquidation mixes our country criminal law hide, blame of report of account book of proof of accountant of intended destroy by melting or burning, accountant, financial accounting, when waiting for direct responsibility personnel to undertake liquidating in company, enterprise to liquidator and liquidation obligor, hide belongings, to the balance sheet or belongings detailed list makes hypocritical account perhaps be in worth of company, company did not allocate before pay off debt, damage creditor badly or the regulation of someone else interest assume criminal responsibility.
A company suspends operation, cancel quickly completely, do not take future trouble! If you if really did not cancel, next by industrial and commercial revoke, consequence is as follows:
One, cancel the distinction with revoke:
Cancel: It is to show the enterprise that accords with statutory requirement passes Xiang Yuan to register mechanism to apply for, qualification of the main body after clearing an order through the regulation is eliminated. The company disappears completely, corporate organization is stopped legally, all employee demobilization, the money of all banks calls in, liability of all creditor's rights ends. Cancelling is legal action, also be the final and only result that a company stops to manage.
Revoke: It is to because lawbreaking code or administration set,point to an enterprise, industrial and commercial service stops his compulsively to manage mobile action. Before be cancelled after revoke, the company still exists, assume corresponding creditor's rights liability even, must not begin management professional work nevertheless.
2, the consequence of revoke
1, the information such as the legal representative can be transmitted database of business of black card of countrywide industrial and commercial system, implementation is superintended inside countrywide limits, synchronism signs a letter in countrywide finance bad record is brought into in the system;
2, charter be businessed by revoke inside 3 years, the name of the enterprise cannot again reuse;
3, the senior administrator that limits of whole nation be been in by the legal representative of revoke business charter must not apply for inside 3 years or holds the position of other company (thing of the trustee that holds the position of a company, inspect, senior administrator) ;
4, be represented by the legal person of revoke enterprise, lifelong enter blacklist of industrial and commercial system, must not hold delegate of other company legal person part-time to be included even again " blacklist " cannot create new company;
5, legal person delegate cannot buy airline ticket, cannot handle loan;
6, the credence that affects all company shareholder.
Altogether, let company run its course, the company can have credit spot, consequence is very serious! Special finally remind: Last bank door must cancel, otherwise although the company had been cancelled, check of later period bank rises to bring into you possibly also unusual position!
