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Q&A Regarding New Company Law of China (40)

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Q: How to initiate company liquidation?
A: The directors are the liquidation obligors of the company and shall form a liquidation team to liquidate within 15 days from the date when the cause of dissolution occurs.
The liquidation group shall be composed of directors, except as otherwise provided in the articles of association of the company or unless the shareholders' meeting decides to elect others.

Q: What are the consequences of the company's failure to liquidate on time?
A: If the company fails to establish a liquidation group for liquidation within the time limit or fails to liquidate after establishing a liquidation group, the interested parties may apply to the people's Court to appoint relevant personnel to form a liquidation group for liquidation. The people's Court shall accept the application and organize the liquidation group to carry out liquidation in a timely manner.

Q: What functions and powers does the liquidation group exercise?
A: The liquidation group shall exercise the following functions and powers during the liquidation period:
  1. Liquidate the company's assets, prepare the balance sheet and the property list respectively;
  2. Notify and announce creditors;
  3. Deal with the company's outstanding business related to liquidation;
  4. Settle the taxes owed and the taxes generated during the liquidation process;
  5. Clearing claims and debts;
  6. Distribute the remaining property of the company after paying off debts;
  7. Participate in civil litigation activities on behalf of the company.

Q: What needs to be done after the establishment of the company liquidation group?
A: The liquidation group shall notify the creditors within 10 days from the date of its establishment, and announce it in the newspaper or the national enterprise credit information publicity system within 60 days. Creditors shall, within 30 days from the date of receipt of the notification, or within 45 days from the date of public announcement if they have not received the notification, report their claims to the liquidation group.

Q: Can the company continue to operate during the liquidation period?
A: During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to the liquidation. The property of the company shall not be distributed to the shareholders before it is paid off in accordance with relevant provisions.

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