Whether debts can be forgiven after the deregistration of a limited liability company

The so-called insolvency refers to the situation in which the total debts of an enterprise exceed the total value of its assets, so that it is insufficient to pay off the debts owed to creditors.

Article 182 of the Company Law of the People's Republic of China stipulates that: "If serious difficulties arise in the operation and management of a company, and the continued existence of the company will cause significant losses to the interests of shareholders, and cannot be resolved by 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." ”

Articles 2 and 7 of China's "Enterprise Bankruptcy Law" further stipulate this: "If an enterprise legal person is unable to pay off its debts when due, and its assets are insufficient to pay off all its debts or it obviously lacks the ability to pay off its debts, it shall liquidate its debts in accordance with the provisions of this law." Under the circumstances provided for in Article 2 of this Law, the debtor may file an application for reorganization, reconciliation or bankruptcy liquidation with the people's court.

That is to say, China has not yet taken the occurrence of insolvency as a separate condition for applying for bankruptcy, and only if the company meets the condition of not being able to pay off the debts due at the same time, can it apply for bankruptcy.

As a matter of fact, a limited liability company is liable for the debts of the company with all its property. The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions. After the deregistration of a limited liability company, it is equivalent to the death of the legal person, and its unpaid debts no longer need to be repaid, which is equivalent to the cancellation of its debts.

The relevant laws and regulations stipulate the Company Law of the People's Republic of China

Article 3 The company is an enterprise legal person, has independent legal person property, and enjoys the property rights of legal person. The company is liable for the debts of the company with all its property.

The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions. The shareholders of the shares are liable to the company to the extent of the shares they subscribe.

If the corporate entity is deregistered, the legal status of the company is lost.

However, in practice, the deregistration of a company is not so simple, and it is often necessary to liquidate the previous claims and debts or the bankruptcy proceedings before it can be deregistered by the industrial and commercial bureau.

If you want to avoid debts by deregistering the company, it should not be feasible and unworkable.

The company's creditors and debts can only be forgiven by the company's creditors.

In the final analysis, in fact, there is no need to worry too much, because the **** shareholder bears limited liability and only bears debts within the scope of capital contribution. If you are insolvent, you can simply file for bankruptcy.

Corporate debts are paid off against the company's assets. You personally don't have to worry.

Legal analysis: After the enterprise is deregistered, its debts will be automatically extinguished, but before the deregistration, the debts will be paid off to a certain extent on the property of the enterprise. If there are special circumstances, the debts after the cancellation of the enterprise will be borne by the relevant parties such as shareholders and directors.

Legal basis: Company Law of the People's Republic of China

Article 179 Where a company is merged or divided, and there is a change in the registration items, it shall go through the change registration with the company registration authority in accordance with the law; If the company is dissolved, it shall go through the deregistration of the company in accordance with the law; If a new company is established, the company establishment registration shall be completed in accordance with the law.

If a company increases or decreases its registered capital, it shall apply for change of registration with the registration authority of the Public Dust Belt Division in accordance with the law.

Article 188 After the liquidation of the company is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting, the general meeting of shareholders or the people's court for confirmation, and submit it to the company registration authority, apply for cancellation of the company's registration, and publicly sue the company for termination.

If the company is cancelled in accordance with the legal procedures, a liquidation group shall be established to make an announcement to clear up the claims and debts, and if the creditor does not apply for the right to auction the debt within 45 days after the announcement, it shall be deemed to be automatically abandoned. If there is no announcement and no liquidation, the shareholders will bear the legal responsibility.

The industrial and commercial files can be checked, and there should be the debtor of the unit's creditor's rights and debts in the files, otherwise the industrial and commercial departments will not approve the cancellation. The creditor and debtor may be required to bear responsibility.

On the issue of how to determine the subject of litigation after an enterprise legal person has ceased business, has its business license revoked, or has its business license revoked.

1) Where an enterprise legal person has ceased business, has its business license revoked, or has its business license revoked, its legal personality and corresponding litigation subject qualifications still exist before it goes through the cancellation of registration, and it shall sue and respond to the lawsuit in its own name. Where a liquidation organization has already been established in accordance with law, it may participate in litigation in the name of the liquidation organization. Whether or not to add the competent department of the enterprise, the founding unit, the shareholder, or the investor to participate in the litigation is within the scope of the parties' autonomy, and if the parties do not request addition, they generally should not take the initiative to do so.

Where it is impossible to appear in court for litigation because there is no enterprise legal person liquidation organization or because the whereabouts of the personnel are unknown, it may be served by public announcement or directly served on the liquidation obligor. Where the plaintiff only sues the competent department of the enterprise, the founding unit, the shareholder or the investor, the circumstances should be distinguished: if the plaintiff is required to perform the liquidation obligation, the court does not need to add the enterprise legal person; If the enterprise is required to pay off the debts of the enterprise, if the enterprise does not have the status of a legal person, it may order the competent department of the enterprise, the start-up unit, the shareholder or the investor to bear the responsibility for repayment, without the need to add an additional enterprise; If Qishen Qinye has the status of a legal person and only has investment defects, the enterprise should be added as a co-defendant.

2) The liquidation obligor shall be determined in accordance with the competent or investment relationship: the liquidation obligor of a non-corporate state-owned enterprise legal person is its superior competent department, the non-corporate collective enterprise legal person is its competent department or start-up unit, the legal person joint venture is its associated party, the Sino-foreign joint venture legal person is the joint venture party, the wholly foreign-owned enterprise legal person is its investment entity, the liquidation obligor of a limited liability company is all its shareholders, and the liquidation obligor of the shares is its controlling shareholder.

3) Where an enterprise legal person has gone through the process of deregistration, its legal personality and the corresponding qualification as the subject of litigation are extinguished, and a dispute arises due to unliquidated residual creditor's rights and debts, the liquidation obligor shall be the party.

If an enterprise legal person fails to handle the annual inspection in accordance with the law, it does not affect its qualifications as the subject of litigation, and it may sue and respond to the lawsuit in its own name, unless it has been cancelled in accordance with law.

According to the relevant provisions of the law of fala rock cracking, if the company has been deregistered through the normal procedure, it does not involve the legal issue of debt bearing. Because before the company applies to the relevant registration authority for deregistration, the company has been liquidated, and the liquidation expenses, employee salaries, social security expenses and other corporate debts have been settled. If, at the time of liquidation, the liquidation group of the company finds that the existing assets of the company are insufficient to pay the wages owed by the company, the taxes owed and all other debts of the company, then the liquidation group of the company shall apply to the people's court for declaration of bankruptcy in accordance with the law, and after the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.

Therefore, if the company has been liquidated and deregistered in accordance with the law, then there is no debt.

Article 186 of the Company Law Liquidation Procedure.

After liquidating the company's property and compiling the balance sheet and property list, the liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, the general meeting of shareholders or the people's court for confirmation. The company's property is distributed according to the proportion of shareholders' capital contributions, and the shares are distributed according to the proportion of shares held by shareholders. During the liquidation period, the company shall continue to exist, but shall not carry out business activities unrelated to the liquidation.

Before the company's property is repaid in accordance with the provisions of the preceding paragraph, it shall not be distributed to shareholders.

Article 187 Bankruptcy application.

If the liquidation group finds that the company's assets are insufficient to pay off its debts after cleaning up the company's property and compiling the balance sheet and property list, it shall apply to the people's court for a declaration of bankruptcy in accordance with the law. After the company is declared bankrupt by the ruling of the people's court, the liquidation group shall transfer the liquidation affairs to the people's court.

Article 188 The company is deregistered.

After the liquidation of the company is completed, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting, the general meeting of shareholders or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of the company's registration and announce the termination of the company.