There is a difference between self-liquidation and compulsory liquidation in the dissolution and liquidation of the company, and the composition of the liquidation team is different in the two cases. So how is the liquidation group of a joint-stock company formed?
Netizen consultation:
How to form the liquidation group of a joint-stock company
Lawyer answers:
There is a difference between self-liquidation and compulsory liquidation in the dissolution and liquidation of the company, and the composition of the liquidation team is different in the two cases.
In the process of self-liquidation, the composition of the liquidation group is mainly as follows: the liquidation group of a limited liability company is composed of shareholders;The liquidation group of the shares shall be composed of directors or persons determined by the general meeting of shareholders.
In the compulsory liquidation procedure, the people's court mainly appoints relevant personnel to form a liquidation group, and the members of the liquidation group may be selected from the following persons or institutions:
1) Shareholders, directors, supervisors and senior management of the company;
2) Lawfully established law firms, accounting firms, bankruptcy liquidation firms, and other social intermediary institutions;
3) Persons who have relevant professional knowledge and have obtained practice qualifications in lawfully established law firms, accounting firms, bankruptcy liquidation offices, and other social intermediary organizations.
The intermediary institutions or personnel in items (2) and (3) above shall be the entities that have been selected into the roster of bankruptcy administrators of the corresponding people's courts.
Lawyer adds:
The reasons for the dissolution of the company are:
1. The expiration of the business period stipulated in the articles of association of the company;
2. Other reasons for dissolution stipulated in the articles of association of the company;
3. The shareholders' meeting or the shareholders' general meeting resolves to dissolve;
4. Dissolution due to merger or division of the company;
5. The business license is revoked, ordered to close or revoked in accordance with the law;
6. The people's court shall dissolve the shareholder according to the application.
[Laws and Regulations].
Article 8 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II).
When a people's court accepts a liquidation case of a company, it shall promptly designate relevant personnel to form a liquidation team.
The members of the liquidation group may be selected from the following persons or institutions:
1) Shareholders, directors, supervisors and senior management of the company;
2) Lawfully established law firms, accounting firms, bankruptcy liquidation firms, and other social intermediary institutions;
3) Persons who have relevant professional knowledge and have obtained practice qualifications in lawfully established law firms, accounting firms, bankruptcy liquidation offices, and other social intermediary organizations.
Article 183 of the Company Law of the People's Republic of China.
If a company is dissolved due to the provisions of subparagraphs (1), (2), (4) and (5) of Article 180 of this Law, a liquidation team shall be established within 15 days from the date of occurrence of the cause of dissolution and liquidation shall begin. The liquidation group of a limited liability company is composed of shareholders, and the liquidation group of shares is composed of directors or persons determined by the general meeting of shareholders. If a liquidation team is not established for liquidation within the time limit, the creditor 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 promptly organize a liquidation team to conduct liquidation.
Profile of lawyer Zhou Jinlong
Since 7 years of practice, the business is excellent.