Have you ever encountered this situation: you want to deregister the company, but the shareholders oppose it, or you can't contact it, or you refuse to sign it with all kinds of friction, and as a result, you can't complete the deregistration procedures at all? Do you feel helpless and confused, and don't know how to deal with this thorny issue? Are you afraid that because you can't deregister the company, it will affect your personal credit and even get into legal trouble?
Let's talk about the requirements and steps for company deregistration.
First of all, we have to figure out what is called company deregistration, and what conditions need to be met for company deregistration, and what processes need to be followed.
Company deregistration, simply put, refers to the act of terminating the company's legal personality, dissolving its legal organization, liquidating its property, canceling its business license, and canceling its registration. Company deregistration is the last step in the life cycle of a company, and it is also a complex and lengthy process.
The following conditions need to be met for the deregistration of the company:
1. The company's operating period has expired, or there are other reasons for dissolution stipulated in the company's articles of association;
2. The company shall be dissolved by the shareholders' meeting or the general meeting of shareholders in accordance with the provisions of the law or the articles of association;
3. The company is dissolved due to merger or division;
4. There are serious difficulties in the operation of the company, and the shareholders have decided to dissolve after discussion;
5. The company is declared bankrupt in accordance with the law;
6. The company was ordered to close down by the administrative authority for industry and commerce, or had its business license revoked due to violating the law.
If the company meets any of the above conditions, it can apply for deregistration. The general steps for company deregistration are as follows:
1. The company holds a shareholders' meeting or a general meeting of shareholders, passes a dissolution resolution, selects a liquidation organization, and determines a liquidation person-in-charge;
2. The company shall apply for pre-approval of cancellation of registration with the administrative authority for industry and commerce, and submit relevant materials, including the resolution of dissolution, the list of liquidation organizations, the identity certificate of the person in charge of liquidation, etc.;
3. The company announces the dissolution and liquidation in the newspaper, notifies the creditors, and accepts the creditors' declaration of creditors' claims;
4. The company begins the liquidation work, liquidates the property, repays the debts, divides the remaining money, and prepares a liquidation report;
5. The company goes to the tax authorities for tax liquidation, submits liquidation reports, financial statements, tax registration certificates and other materials, and obtains a tax liquidation certificate;
6. The company then goes to the administrative authority for industry and commerce to apply for cancellation of registration, submits tax liquidation certificate, business license, official seal and other materials, and obtains a notice of cancellation of registration.
As can be seen from the above steps, company deregistration is a work involving many departments and links, which requires a lot of time and energy, and must also obtain the consent and cooperation of all shareholders. If the shareholders do not cooperate, can the legal person forcibly deregister the company?
If the shareholders do not give their strength, can the legal person be forced to close the company?
The answer is: it depends.
This situation means that if a legal person wants to close the company, it needs to meet certain conditions and bear some risks. Specifically, there are several possibilities:
1. If the legal person is the sole shareholder of the company, or holds all the shares of the company, then the legal person can decide to close the company on its own, without asking other shareholders whether they agree or not, and without holding a shareholders' meeting or general meeting, just follow the above steps to complete the relevant procedures;
2. If the legal person is the majority shareholder of the company, or holds most of the shares of the company, then the legal person can put forward the proposal of closing the company at the shareholders' meeting or general meeting, and use its voting rights to overwhelmingly pass the proposal, as long as more than two-thirds of the shareholders are in favor, regardless of whether the other shareholders oppose it or not, but it should be noted that the other shareholders have the right to require the legal person to buy their shares at a fair price, or to file a complaint with the court in accordance with the law, so that the legal person bears the corresponding liability for compensation;
3. If the legal person is a minority shareholder of the company, or holds a minority stake in the company, then the legal person must have sufficient reasons for forcibly closing the company, such as the company's operation has gone terribly wrong, or other shareholders have made a big mistake, resulting in the company's failure to operate normally, or seriously damaging the interests of the legal person, etc. In this case, the legal person can file a complaint with the court and ask the court to order the company to close down, and if the court rules that the legal person wins, then the legal person can carry out the liquidation and closure of the company in accordance with the instructions of the court.
Generally speaking, whether a legal person can forcibly close a company depends on the status and shares of the person in the company, as well as the actual situation and operation of the company. Before deciding whether or not to forcibly close the company, a legal person must carefully consider various factors, assess various risks, try to discuss and communicate with other shareholders, and find a peaceful solution to avoid unnecessary troubles and losses.
How to deal with company deregistration quickly and efficiently
Whether you are a legal person or another shareholder, if you want to close the company, you have to face a series of complicated and time-consuming procedures, you have to deal with various formalities, submit all kinds of documents, which can waste a lot of time and energy. So, is there a way to shorten the process and reduce consumption?
Actually, there is.
The "yes" mentioned here means that you can consider finding some specialized service agencies to help you handle the deregistration of your company. These service agencies, they have rich experience and professional team, can provide you with one-stop company deregistration services, including:
1. Analyze the conditions and risks of the company's deregistration, and then customize a reasonable deregistration plan and timetable for you;
2. Handle the pre-approval of the company's deregistration for you, assist you in holding a shareholders' meeting or general meeting of shareholders, and prepare relevant materials and documents, such as a dissolution resolution, a list of liquidation organizations, and the identity certificate of the person in charge of liquidation, etc.;
3. Help you deal with the liquidation of the company, help you clean up the property, repay the debts, divide the remaining property, prepare the liquidation report, and announce the dissolution and liquidation in the newspaper, notify the creditors, and accept the creditor's declaration of creditor's rights;
4. Help you deal with the company's tax liquidation, assist you in submitting liquidation reports, financial statements, tax registration certificates and other materials to the tax authorities, and obtain tax liquidation certificates;
5. Help you handle the company's deregistration, assist you in submitting the tax liquidation certificate, business license, official seal and other materials to the administrative authority for industry and commerce, and get the cancellation notice.
With the help of these service agencies, you can save a lot of trouble and time, make company deregistration faster and more efficient, and at the same time avoid some unnecessary mistakes and risks, and protect your legitimate rights and interests.
That's all for this article, if you still have questions, welcome to send a private message or leave a message!
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