Special Circumstances for Enterprise Deregistration in China
According to the Guidelines for Enterprise Deregistration (2025 Revision), the relevant provisions of the guidelines should be followed when an enterprise encounters the following special circumstances during the deregistration process:
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Investor or director refuses to fulfill liquidation obligations
The shareholder, director, interested party, etc. may apply to the court to designate relevant personnel to form a liquidation team to handle liquidation in accordance with laws and regulations such as the Company Law and the Partnership Enterprise Law, when the investor or director with liquidation obligations refuses to fulfill their liquidation obligations or cannot form a liquidation team due to inability to contact upon occurrence of dissolution causes.
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Unable to log in to the National Enterprise Credit Information Publicity System to publish announcements
If an enterprise fails to register its contact person with the registration authority or if there is a change in the registered contact person, it may log in to the National Enterprise Credit Information Publicity System to publish dissolution announcement, liquidation announcement and notice to creditors after registering or changing the registered contact person with the registration authority.
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Loss of business license or common seal
If an enterprise loses its business license or common seal, it may handle the deregistration with the registration authority, tax authority, or opening bank in accordance with following guidelines:
(1)
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Enterprise that has lost its business license do not need to apply for a new one. It may post a notice of the loss of business license in the National Enterprise Credit Information Publicity System or publicly distributed newspapers.
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(2)
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If a non-corporate legal person loses its common seal, the relevant deregistration documents can be signed by the legal representative of its supervisory unit and stamped with the common seal of the supervisory unit.
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(3)
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If a company loses its common seal, the relevant deregistration documents can be signed and stamped by the shareholders that meet the voting rights requirements stipulated in the Company Law and its articles of association.
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(4)
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If a partnership enterprise or sole proprietorship loses its common seal, the relevant deregistration documents can be signed or stamped by all partners or investors.
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Shareholder (investor) is dead, deregistered or revoked
If a shareholder (investor) of an enterprise is dead, deregistered or revoked, resulting in the inability of deregistration, all legal successors of the shareholder (investor)'s equity (contribution rights) or all investors of the shareholder (investor) may handle the deregistration related matters on behalf of the said shareholder (investor) in accordance with the law, and explain the relevant situation of handling the deregistration on behalf of the shareholder (investor) in the deregistration resolution. If the death of a natural person shareholder makes it difficult for the enterprise to handle the deregistration, the lawful heir of the shareholder may handle the deregistration on behalf of the dead shareholder. The lawful heir is required to submit proof of identity and relevant inheritance proofs.
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The affiliated enterprise of a branch has been deregistered
The affiliated enterprise has been deregistered. But the deregistration of its branch has not been processed. If the deregistered enterprise has a legal successor, the successor may handle the deregistration of the branch in accordance with relevant regulations. If the deregistered enterprise has no legal successor, the deregistration of the branch can be handled by all shareholders (investors) registered at the time of enterprise deregistration.
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The legal representative is declared missing, dead or uncooperative for deregistration
If an enterprise wants to deregister but the legal representative is declared missing, dead or uncooperative for deregistration, the new legal representative can sign the application for enterprise deregistration with relevant documents regarding the appointment and dismissal of the legal representative.
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