Recently, when the State Council reported on the collection and transfer of the seventh general inspection, it was suggested that the "dormant" system of enterprises should be tried.
Some supervision groups have reported that the market supervision department can revoke the business license of enterprises that have not submitted annual reports for two consecutive years. Many enterprises temporarily close their business due to short-term business difficulties, but still have the willingness to continue to operate, and once the business license is revoked, their legal representatives will encounter obstacles to starting a business again.
It is recommended to set up a "dormancy period" for enterprises that do not submit annual reports in accordance with regulations, reasonably set up dormancy conditions and procedures, recognize the legal existence status of enterprises during the dormancy period, and ensure the continuity of enterprise operating qualifications and subject qualifications.
Since the beginning of this year, due to the impact of the epidemic, many enterprises have had difficulties in operation, which has also affected the submission of annual reports. What is the point of introducing the system at the current point in time? How to understand the "dormant" system of enterprises? What will be the attention paid to in the concrete implementation of this system?
The Beijing News Shell financial reporter talked to Jiang Zezhong, professor of the Capital University of Economics and Business and researcher of the Research Center for Private Enterprises of the Chinese Academy of Social Sciences, Liu Junhai, director of the Institute of Commercial Law of Chinese Min University, and Zang Jianwen, a teacher at The Hebei Institute of Finance.
The dormancy system "is a green channel for enterprises that do not submit their annual reports on time without revoking their business licenses"
Beijing News: How to understand the "dormant" and "dormant" system of enterprises?
Zang Jianwen: As a market entity, an enterprise can determine its own production and operation status according to whether it participates in the division of labor transactions. A "dormant" enterprise means that it does not trade with other market players for a period of time. This is a normal phenomenon in the process of market resource allocation, and it is also a common corporate management practice in developed economies to recognize and give institutional guarantees.
Jiang Zezhong: According to the original regulations, if an enterprise has no business activities within a certain period of time after obtaining a business license, it must declare to the superior to stop business or close its business, and then go through the opening procedures with the relevant departments when the suspension or closure time expires.
In the process of operation, it is inevitable that there will be suspension or closure of business, and the revocation of business licenses is a serious blow to enterprise operators. Sometimes, enterprises do not have business activities, but want to operate but have not yet achieved business, from the thought that it can need a transition period.
Such businesses should be encouraged to exist. If its development is curbed in advance, it is obviously unfavorable. Moreover, there has long been a "dormant" system for enterprises in the world, and now we are gradually approaching international standards.
In fact, as long as the company's funds do not change or engage in illegal activities, in the tide of the market economy, "dormancy" is also a normal phenomenon of the regularity of enterprise operation.
Liu Junhai: In March 2018, China's market entities have reached the level of 100 million households, and now there are almost 130 million households, and it can be said that 1 in 10 people do business. In the case of anti-globalization and the strengthening trend of international unilateralism, coupled with the impact of the epidemic, many enterprises are facing difficulties in operation.
It would be a pity if the business license of an enterprise that has not submitted an annual report for two consecutive years is revoked only because of short-term difficulties. Many enterprises have difficulty in operating capital, but they are still willing to continue to operate, and if the work of revoking business licenses is completed, it will be difficult to control shareholders and especially debtors.
"Dormancy" is like a person taking a nap when they are sleepy, resting for a period of time to make a comeback. In fact, it is to provide a green channel or a sense of security for enterprises that do not submit their annual reports on time without revoking their business licenses.
Beijing News: What is the significance of introducing the system at the current point in time?
Jiang Zezhong: The trial implementation of "dormancy" by enterprises is of positive significance to promoting the stability of the market economy foundation and the vitality of investors and their operations. This behavior is worthy of affirmation and is a positive for the development of the market.
In general, the trial "dormancy" of enterprises is an important measure to revitalize the vitality of social and economic development under the influence of multiple factors, reflecting the government's concept and responsibility to encourage entrepreneurship and innovation and promote the orderly development of social economy.
Zang Jianwen: Since the outbreak of the new crown epidemic, the domestic and foreign economies have been more seriously affected by this impact, the resumption of work and production of enterprises is relatively weak, the labor market is oversupplied, the growth of household income has slowed down, consumer demand has been weak, the market transaction volume has continued to be sluggish, and many market players are on the verge of bankruptcy.
In this context, the government has introduced this system in a timely manner, effectively integrating with international experience and practices, which will help protect some market entities that are difficult to expand their business, avoid large-scale closures and layoffs of existing enterprises, maintain the enthusiasm of investors and entrepreneurs in small and medium-sized enterprises, maintain social stability and market order, and ultimately prepare for the recovery of the economic environment.
First of all, we must clarify the period of dormancy and prevent the abuse of the "dormant" system
Beijing News: What do we need to pay attention to when launching the "dormant" system?
Jiang Zezhong: First of all, we must clarify the time limit, for example, 3 years or 5 years.
On the one hand, it prompts operators or potential operators to enhance economic motivation and accelerate the speed of integration into the market. In reality, it is also necessary to prevent unscrupulous business operators or other business entities from abusing the "dormant" system.
On the other hand, increase the inspection of the market and do not impose too many restrictions on relevant economic entities. However, we can strengthen guidance and encourage and promote the market-oriented transformation of enterprise commodity patents.
Liu Junhai: The "dormant" system may be abused, such as deliberately not reporting annual reports to avoid enterprises being liquidated, and it is recommended to strictly lock in the "dormant" conditions and procedures. Failure to submit an annual report for two consecutive years must be justified.
Specifically, first, follow the concept of corporate voluntariness and not force it;
Second, considering the opinions of creditors and employees, we must not only ensure that the conditions are set fairly and reasonably, but also ensure procedural justice.
Now we continue to emphasize the "six guarantees" work, the protection of the main body of the market is a key link, so the "dormant" system research should be put on the agenda. This is not actually a business, nor is it a local business demand, nor is it just a problem of not being able to report an annual report. We need to think holistically.
Zang Jianwen: First, respect the unanimous decision of market investors, that is, shareholders, that is, enterprise shareholders can make decisions on dormancy and tentative production and operation according to the judgment of the current and future period of time, and correspondingly, they also have the right to make decisions to cancel "dormancy" and resume production and operation according to changes in the economic environment.
Second, once an enterprise makes a decision to "dormant", it must be approved by the market supervision department in order to take effect, so it should be premised on the enterprise's commitment not to trade with the outside world, that is, during the "dormant" period, the relevant accounting of the enterprise should not change, and there is no arrears in employee wages and foreign arrears (including enterprise income tax and "five insurances and one gold").
Beijing News: How should the "dormant" period be determined? How to solve the current problem in the first place?
Liu Junhai: At present, there is no explicit provision in the law, just a suggestion, I think it is possible to consider giving these difficult enterprises 3 years. For example, the 2019 annual report is submitted before the end of June this year, and the 1 year before the implementation of the action may have passed. Three years is more modest, and the Civil Code provides for a statute of limitations of three years.
The Interim Regulations on the Disclosure of Enterprise Information, which came into effect in October 2014, stipulate that all enterprises, individual industrial and commercial households, and farmers' professional cooperatives need to complete the publication of the previous year's annual reports by June 30 of each year. In addition, the Regulations on the Administration of Company Registration also require enterprises to provide annual reports to confirm the company's corporate legal personality.
I personally feel that the State Administration for Industry and Commerce and the market supervision can immediately make the necessary explanations or documents to solve the urgent need and quickly make up for the shortcomings.
Beijing News shell financial reporter Hu Meng Editor Chen Li Proofreader Wang Xin