The shareholders of the joint venture company are deregistered, what should the company do?

There is no such thing as a shareholder cancellation, and if a shareholder withdraws from business, it is a withdrawal of shares.

1. Equity transfer.

Article 72 of the Company Law stipulates that shareholders of a limited liability company may withdraw from the company by way of equity transfer. There are two ways of equity transfer: transfer between shareholders and transfer to persons other than shareholders.

1. Transfer of equity between shareholders.

Paragraph 1 of Article 72 of the Company Law stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other.

2. Transfer of equity by persons other than shareholders.

Paragraph 2 of Article 72 of the Company Law stipulates that the transfer of equity by a shareholder to a person other than a shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing to solicit consent for their equity transfer, and if other shareholders do not reply within 30 days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; If you do not purchase it, you will be deemed to have agreed to the transfer.

3. The provisions of the articles of association on the transfer of shares.

Paragraph 4 of Article 72 of the Company Law stipulates that if the articles of association of the company have other provisions on the transfer of equity, such provisions shall prevail.

2. Statutory circumstances for applying for withdrawal of shares.

The withdrawal of shares by shareholders of a limited liability company must meet the three statutory circumstances under which shareholders apply for withdrawal of shares as stipulated in the Company Law. Article 75 of the Company Law confirms the withdrawal of shares of shareholders of limited liability companies

In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to acquire their shares in accordance with a reasonable **:

1) The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law;

2) The merger, division or transfer of the main property of the company;

3) The business period specified in the articles of association of the company expires or other reasons for dissolution specified in the articles of association arise, and the shareholders' meeting passes a resolution to amend the articles of association to make the company exist.

If the shareholder and the company cannot reach an equity acquisition agreement within 60 days from the date of the resolution of the shareholders' meeting, the shareholder may file a lawsuit with the people's court within 90 days from the date of the resolution of the shareholders' meeting.

It can be seen that in order for shareholders to exercise their right to withdraw their shares, they must meet one of the above three statutory circumstances. All three of the above situations are difficult to occur during the existence of the company. In addition to the above three statutory withdrawal circumstances, there is no relevant legal basis for shareholders to withdraw their shares under the current legal framework.

Company B merged with Company C to form a new Company C, and Company B's claims and debts, including its long-term foreign investment (owner's equity), were assumed or received by Company C. This does not require the consent of Company A, as it is not a private transfer of its equity in Company A, and Company A cannot use this as an excuse for Company C to withdraw its equity interest in Company A.

???"The joint venture company was established as a joint venture between two legal persons, A and B" "Company B and Company C were absorbed and merged, Company B was deregistered, and Company C continued to exist. "

Say what??? How did the original corporation become a corporation?

Application for change of company registration.

Legal analysis: If there is no special agreement according to the judicial provisions of the company, the shares of the major shareholders have exceeded two-thirds, even if the legal person does not agree, the company can be dissolved first, and then cancelled!

Legal basis: Article 182 of the Company Law of the People's Republic of China Where serious difficulties arise in the operation and management of a company, and the interests of shareholders will suffer significant losses if the continued existence of the company is unresolved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.

Legal analysis: The specific procedures for the cancellation of the two ** companies are: one or two shareholders, and each of them accounts for 50% of the equity, and it is noted that the company must be agreed by all shareholders.

2. Publication and publicity. 3. Cancellation of social security. 4. Cancellation of national and local taxes.

5. Go to the industrial and commercial bureau to handle the company's cancellation for the record. 6. Cancellation of bank accounts. 7. Cancellation of seals.

Legal basis: Article 70 of the Civil Code of the People's Republic of China Where a legal person is dissolved, except in the case of merger or division, the liquidation obligor shall form a liquidation group for liquidation in a timely manner. The directors, directors and other members of the executive or decision-making body of the legal person are liquidation obligors.

Where laws and administrative laws provide otherwise, follow those provisions. Where the liquidation obligor fails to perform the liquidation obligation in a timely manner and causes damage, it shall bear civil liability; The competent authority or interested parties may apply to the people's court to appoint relevant personnel to form a liquidation team to conduct liquidation.

First of all, it should be noted that the cancellation of the company must be signed by all shareholders, and the voting rights of more than 2 3 equity shall pass the cancellation resolution. If it is a **** of two shareholders, and each accounts for 50% of the shares, the cancellation of the company must be agreed by all shareholders.

The deregistration of the company can be carried out in accordance with a series of procedures:

1. Establish a liquidation group.

2. Liquidation. The liquidation team takes over the company from the date of establishment and carries out the following business:

Take over the company's property, close the company's outstanding business, collect creditor's rights, liquidate debts, distribute surplus property, cancel the company's legal personality and revoke the business license.

3. Notify creditors to declare their creditor's rights.

4. Propose a liquidation plan.

5. Carry out the following cancellation work:

1. Go to the Social Security Bureau to check whether there are any outstanding social security fees, and then cancel the company's social security.

2. Go to the tax bureau to check whether there are any unpaid taxes or fees, and then cancel the company's national and local taxes.

3. Publish a public announcement in the newspaper ** to announce that the company is about to be cancelled.

4. Go to the Industrial and Commercial Bureau to handle the company's cancellation of the record and cancel the business license.

5. Go to the opening bank to cancel the company's account opening license and other accounts such as the basic bank account.

6. Go to the Quality Supervision Bureau to cancel the company's license, such as the production license.

7. The legal effect of canceling the company's seal at the public security organ.

Legal basis] Article 183 of the Company Law, if a company is dissolved due to the provisions of Article 180 (1), (2), (4) and (5) of this Law, a liquidation team shall be established within 15 days from the date of occurrence of the cause of dissolution and the 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.

The legal representative has no unilateral right to deregister. The shareholders of the company may initiate a shareholders' meeting to let the shareholders vote on whether to dissolve the company, and if the resolution is passed, it can be dissolved in accordance with the law.

Legal basis: Article 76 of the Civil Code of the People's Republic of China A Xinpei legal person established for the purpose of obtaining profits and distributing them to shareholders and other investors is a for-profit legal person. For-profit legal persons include companies with limited liability companies, shares and other corporate legal persons.

Legal analysis: Under normal circumstances, after the company is deregistered, the shareholders are not liable for the debts of the original company The independent legal entity of **** is like a veil that separates the responsibilities of the company and the shareholders, even if the company's property is not enough to repay the company's debts, the company's shareholders are not subject to the recourse of the company's creditors. After the company has gone through the legal cancellation procedure, it loses its legal entity status, and neither the company nor the shareholders are liable for the company's previous debts.

Legal basis: "Company Law of the People's Republic of China" Article 20 If a shareholder of a company abuses the company's status as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the company's creditors, he shall be jointly and severally liable for the company's debts.

Under normal circumstances, after the company is deregistered, the independent legal entity of the shareholders who are not liable for the debts of the original company is like a veil that separates the responsibilities of the company and the shareholders, and even if the company's property is not enough to repay the company's debts, the company's shareholders are not subject to recourse by the company's creditors. After the company has gone through the legal cancellation procedure, it loses its legal entity qualification, and neither the company nor the shareholders are liable for the debts of the company. However, according to Article 20 of the Company Law, if "a shareholder of a company abuses the independent status of the company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the company's creditors, he shall be jointly and severally liable for the company's debts."

In other words, shareholders have the situation of assuming shareholder liability under certain conditions after the company is deregistered. According to the relevant provisions of the Company Law, the shareholders of the company are the exercise of management responsibilities for the company, especially the corporate shareholders generally have a relatively high proportion of equity, if it involves the cancellation of the case, it is necessary to legally transfer the equity situation, and shall not withdraw the capital contribution at will, and the specific situation needs to be carried out after the filing of the administrative department for industry and commerce.

Article 103 of the Company Law of the People's Republic of China Zhengzi Zhenguo Shareholders attend the meeting of the general meeting of shareholders and have one voting right for each share they hold. However, the shares of the Company held by the Company do not have voting rights. Resolutions made at a general meeting of shareholders must be passed by a majority of the voting rights held by the shareholders present at the meeting.

However, the resolution of the general meeting of shareholders to amend the articles of association, increase or decrease the registered capital, as well as the resolution of the merger, division, dissolution or change of the form of the company, must be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting.