China Company Dissolution, Liquidation and Deregistration
Hotline: 86-755-82148419, Email:susiehu@citilinkia.com
When you close your China business, it is advisable to comply with Chinese laws and regulations in relation to business dissolution, liquidation and deregisteration.
Company liquidation of a dissolved company refers to the process in which a liquidation committee is set up to take inventory of corporate assets and debts (inclusive of taxes or legal obligations) and use assets to discharge debts, and distribute any residual assets, if any, to shareholders.It is required in China Company Law that a liquidation committee shall be formed within 15 days of dissolution event consisting of shareholders for limited liability companies or directors for companies limited by shares . In practice, many companies are dissolved without liquidation for many reasons such as particularly evasion of debt obligation. As a result, the China company law grants company’s creditors the power to launch compulsory liquidation against the dissolved company by asking court to set up a liquidation committee to liquidate the company.
If the shareholders of a limited liability company or the directors and controlling shareholder of a company limited by shares fail to set up a liquidation committee to carry out the liquidation which inaction renders it impossible to liquidate the company because all assets, books and documents are missing or destroyed or mutilated, the shareholders will be ordered to assume the joint and several liability for the company’s debts and outstanding obligations，to lead to the loss, damage of corporate assets of the said company, or if such parties maliciously dispose of the corporate assets giving rise to loss by creditors of the company or such parties submit fake liquidation report for purpose of deregistering the company, creditors of the company shall be entitled to claim damages from such shareholders, actual controller and/or directors. The law and relevant judicial interpretation from China Supreme Court have responded to such risks by imposing liabilities on shareholders of those companies who have failed to liquidate their companies properly.
The procedures for closing a company in Shenzhen
01. Clear the tax and submit Tax Clearance Declaration Report (an audit report prepared by CPA firm)
02. The tax bureau will issue a "notice of cancellation of tax registration".
03. Online application for cancellation of WFOE
04. Submit to Foreign Trade & Economic Cooperation Bureau
05. Cancellation of Letter of approval and Certificate of approval
06. Announcement on appointed local newspaper & Cancellation of Company Business Licenses
07. Dissolution of Organizational Code Certificate (original and copy)
08. Dissolution registration of Statistics Registration Certificate
09. Cancellation of Alien Employment Permit
10. Dissolution registration with customs (applicable to trading, manufacturing WFOE only)
10. Bank accounts closure and capital repatriation
11. Cancellation of Company stamps
12. After all these procedures are finished, State Administration of Industry & Commerce will send a "notice of the approval of cancellation for WFOE."
Documents required for WFOE de-registration
To start WFOE deregistration, you will need to prepare the following documents :
1. Originals of Certificate of approval, Letter of approval, Business License
2. Taxation registration certificate (2 originals)
3. Enterprise Code certification (2 originals)
4. Statistics registration certificates
5. Foreign exchange accounts permits
6. Written board resolution of Cancellation of WFOE (PtC will provide this)
7. Copy of Legal Representative’s passport (first page, signature page and most recent immigration records’ page)
8. Bank Account Certificates
9. All chops of WFOE (Company chop, finance, Legal representative)
10.All accounting related documents: bank statements, invoices of WFOE expenses
11.Leasing contract,rental invoice, the tax paid certificate
Contact Us
If you have further queries, don’t hesitate to contact ATAHK anytime, anywhere by simply visiting ATAHK’s website www.3737580.net, or calling Hong Kong hotline at 852-27826888 or China hotline at 86-755-82143422, or emailing to info@citilinkia.com