The company has creditor cannot undertake cancelling commonly, must wanting to liquidate ability to undertake company of suspend payment; is cancelled entirely is to point to when suspend payment of a company, be bought by other company, business deadline at the expiration of one's term of office of the regulation not add, or company interior is disbanded when waiting for case, the company needs to apply for to cancel to the mechanism that register, end the process of company corporate organization.
One, does the company have creditor to you can be cancelled?
It is not possible commonly;
The company undertakes cancelling according to legal process, should establish liquidation group to undertake announcement clears creditor's rights debt, if classics announcement, inside 45 days, creditor treats waiver without application creditor's rights. If do not have announcement, did not undertake liquidating, will assume legal responsibility by partner.
Can examine industrial and commercial record, there should be debt of this unit creditor's rights to bear in archives person, otherwise door of The Ministry of Commerce and Industry won't approve cancels. Can ask creditor's rights debt bears the person assumes responsibility.
2, do business about the legal entity close a business, revoke that be mixed by cancel after charter, how to decide the issue of litigant main body
(One) legal entity close a business, charter be businessed by cancel or revoke, deal with in its cancel before registering, its corporate organization and qualification of corresponding litigant main body still exist, should sue with him name, should appeal to. Already established those who liquidate an organization lawfully, can liquidate constituent name to join suit. Whether to increase a proprietor of an enterprise to manage unit of branch, open, partner contributive perhaps ginseng adds lawsuit, belong to limits of party meaning autonomy, party does not request to increase, do not want to be increased actively commonly. Because do not have legal entity to liquidation is organized or miss because of personnel,cannot arrive of front courtyard lawsuit, but direct perhaps service gives announcement service liquidation obligor. Accuser sues a proprietor of an enterprise to manage unit of branch, open, partner only of contributive perhaps person, want divisional case: Ask its fulfill those who liquidate obligation, court but need not increase legal entity; to ask of the debt of enterprise of its pay off, if the enterprise does not have corporate organization, can sentence your enterprise to be in charge of unit of branch, open, partner directly contributive perhaps person assumes pay off responsibility, and if the enterprise has corporate organization,need not increase enterprise; , put what investing a flaw only, should increase an enterprise to be corespondent.
(2) liquidation obligor should decide according to director or investment concern: The liquidation obligor that is not the state-owned legal entity that the company makes is its superior to be in charge of a branch, the cooperative legal person that blame company makes is in charge of branch or open unit for its, legal person joint-venture enterprises is its affiliation each, law of Chinese-foreign joint venture is factitious and joint-stock each, the foreign trader is solely invested legal entity invests principal part for its, the liquidation obligor of finite liability company is its collectivity partner, the liquidation obligor of Inc. controls a partner for its.
(3) legal entity already was dealt with cancel register, its corporate organization and qualification of corresponding litigant main body are eliminated, produce issue because of the debt of bequeath creditor's rights that did not liquidate, ying Yiqing calculates compulsory and factitious party.
Legal entity did not conduct a yearly check lawfully, do not affect qualification of its lawsuit main body, can him name is sued, should appeal to, unless its already were cancelled lawfully.
3, the company cancels material
The company before application is cancelled should begin company liquidation, after company liquidation is finished accessibility company cancels application order, the liquidation hind, company before cancelling needs to issue and prepare as follows to report:
1, the company liquidates group controller or company legal representative signs " the company cancels the requisition that register " ;
2, the member that liquidation is comprised " put on record affirm requisition " ;
3, the court goes bankrupt ruling, executive authority instructs the file that shut or company according to " company method " the resolution; that make
Finite liability company refers partner meeting resolution, inc. submits resolution of shareholder plenary meeting. Finite liability company is signed by the shareholder that represents 2/3 above right to vote, partner signs for the natural person by oneself, the partner beyond the natural person builds Inc. of official seal; to build official seal by the initiator that represents 2/3 above right to vote or moderator of shareholder plenary meeting and the trustee that attend the meeting sign affirm.
Company of state-owned and solely invested finite liability submits the document of contributive person or branch of contributive person accredit.
Because disobey " the company registers regulation " concerned regulation is registered by the company mechanism lawfully cancel company is established register, refer a company to register mechanism cancel company to establish the decision that register.
4, the liquidation report; that partner is met or affirms about mechanism '
5, publish cancel declared newspaper to sign up for appearance;
6, the other file; that regulation of law, administrative regulations ought to refer
State-owned and solely invested company still ought to refer state-owned asset to control the decision of the administration, among them, the main state-owned and solely invested company with affirmatory the State Council, still ought to submit the approval document of this class people government.
Integrated above what say, the company can have cancelling, but the condition that must want be good law to set and liquidate the salary of all debt of the company and personnel even, the program ability that provides through taking law only cancels a success, so, everything is the legal basis that has it, the program that must set according to law will undertake conduction.
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