During the litigation, the defendant company maliciously deregistered the company in an attempt to "slip away", can it really be exempted from legal liability? The Tianmen Court encountered such a situation when hearing a trademark infringement dispute case......
Details of the case
A publishing group company is a leading enterprise in mass publishing. In July 2023, the group company found that a cultural media company in Tianmen sold a certain book in a store opened on a short ** platform, and the title, packaging and decoration of the book were exactly the same as the books it published, so it filed a lawsuit with the Tianmen Court on the grounds of trademark infringement, demanding that a cultural media company in Tianmen stop the infringement and compensate for losses.
During the trial of the case, the media company requested the court to do mediation work, and at the same time, in accordance with the simplified deregistration procedure of the enterprise, applied for the deregistration of the company on the basis of a false promise that the enterprise had no debts, and was approved.
After learning of the situation, the presiding judge immediately sent a letter to the Tianmen Municipal Administration for Market Regulation, explaining that the media company had handled the cancellation of registration under the circumstances involved in the litigation and should be revoked in accordance with the law.
After receiving the materials fed back by the Tianmen Court, the Municipal Administration for Market Regulation immediately arranged for a special person to deal with it. Subsequently, the Tianmen People's Court and the Municipal Administration for Market Regulation used the multiple dispute resolution mechanism to jointly handle the case, and interviewed the media company's legal person, explaining the harm of its actions and the legal consequences it might bear. The legal person of the media company recognized its mistake and knew that it was not "wise" to do so, and said it was willing to pay for its misconduct.
In the end, after the media company assumed the corresponding legal responsibility, the two parties settled the case.
What the judge said
The company's malicious cancellation in the lawsuit violates the principle of good faith and seriously disrupts the order of the lawsuit, and not only cannot escape legal responsibility, but may also face judicial punishment. According to the law and relevant provisions, an enterprise may not apply for simplified deregistration in the course of litigation, and even if it does, the administrative organ may revoke the deregistration ex officio. After the company is deregistered, its unpaid debts should continue to be borne by the company's shareholders and cannot escape legal liability.
Relevant Laws
Company Law of the People's Republic of China
Article 240 If the company has not incurred debts during its existence, or has paid off all its debts, it may cancel the company's registration through simplified procedures in accordance with the provisions with the commitment of all shareholders. ......If a company deregisters the company through a simplified procedure, and the shareholders make false promises to the contents of the first paragraph of this article, they shall be jointly and severally liable for the debts before the deregistration.
Administrative Licensing Law of the People's Republic of China
Article 69: In any of the following circumstances, the administrative organ that made the administrative licensing decision or the administrative organ at a higher level may, at the request of the interested party or on the basis of its authority, revoke the administrative license:
A) the staff of the administrative organ abuse their authority, dereliction of duty to make a decision to approve the administrative license;
B) beyond the statutory authority to make a decision to approve the administrative license;
C) in violation of legal procedures to make a decision to approve an administrative license;
D) do not have the qualifications to apply for or do not meet the statutory requirements of the applicant to grant an administrative license;
5) Other circumstances in which an administrative license may be revoked in accordance with law.
If the licensee obtains an administrative license by fraud, bribery or other improper means, it shall be revoked.
Detailed Rules for the Implementation of the Regulations of the People's Republic of China on the Administration of Registration of Market Entities
Article 48: In any of the following circumstances, market entities must not apply for simplified deregistration:
1) In the directory of abnormal business operations or the list of the untrustworthy with serious violations in market regulation and management;
2) Where equity (property shares) have been frozen, pledged, or mortgaged on movable property, or there is investment in other market entities;
3) They are currently under investigation or have administrative compulsory measures taken, or are in litigation or arbitration proceedings;
4) Where business licenses have been revoked, ordered to be closed, or revoked;
5) Receiving a fine or other administrative punishment that has not yet been completed;
6) Other circumstances that do not comply with the provisions of Article 33 of the "Regulations".
*: Tianmen Municipal Bureau of Justice.