How to recover the debts of an enterprise after its business license is revoked?

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Article 192 of the Company Law stipulates that after the company is revoked, the shareholders shall set up a liquidation group for liquidation. In accordance with the principles and procedures of liquidation, all debts shall be paid off in a certain order and proportion respectively to the wages and labor insurance expenses, taxes owed and general debts, until all the remaining property of the original company is paid off, so that the creditor's rights of your factory can be fully or partially repaid from this liquidation activity.

Second, if the shareholders of the company fail to set up a liquidation group or do not carry out liquidation activities after its establishment, resulting in the loss of property of the original company or even illegal transfer, it means that the shareholders have not fulfilled their statutory obligations, and it can be presumed that they have committed wrongdoing. Once it is determined that there are "defects" in the liquidation of shareholders, they should bear the fault liability for "omission".

Of course, what the shareholders bear here is not "joint and several liability" for the debts of the original company, but a "civil liability" for illegal acts or omissions. Article 198 of the Company Law of the People's Republic of China clearly stipulates that "the members of the liquidation group (including shareholders) shall perform their liquidation obligations in accordance with the law, and shall be liable for compensation if they cause losses to creditors due to intentional or gross negligence". Accordingly, your factory can sue the shareholders of the company and demand compensation for the loss of your debt.

The revocation of the business license of an enterprise legal person is a draft of an administrative penalty imposed by the Administration for Industry and Commerce on an enterprise legal person who violates the law in accordance with the State Administration for Industry and Commerce. After the business license of an enterprise legal person is revoked, it shall be liquidated in accordance with law, and after the liquidation procedures are completed and the industrial and commercial deregistration is completed, the enterprise legal person shall be extinguished.

1. When the enterprise liquidation legal person is the plaintiff, the rights and obligations are not affected, but as the defendant, it involves the assumption of its external civil liability and the development of the enterprise liquidation procedure, so this is the main issue in our investigation.

2. In order to further protect the interests of creditors and promote the enthusiasm of enterprises and their investors for liquidation, gradually use legal means to urge market entities to clean up and withdraw from the market on their own, and ensure the healthy and benign development of the market, in the case of the termination of the enterprise and the active liquidation, the creditors have the right to urge the enterprise to liquidate through legal channels and force the enterprise to start liquidation. Therefore, creditors should be given the right to apply for liquidation to assume liquidation liability.

3. In order to further protect the creditor's exercise of this power and not to increase the litigation costs of the obligee, the court shall allow the creditor to make this request in the case of creditor's rights and debts, that is, to combine the legal relationship of liquidation liability and the creditor's rights and debts relationship. In other words, if the defendant enterprise is suspended, revoked or its business license revoked as described above, the creditor has the right to take the enterprise and its liquidation entity as co-defendants and require the enterprise to bear the liquidation liability, and the liquidation entity to bear the liquidation liability.

Just as the issuance of business licenses is exclusive to the enterprise registration department, the implementation of the revocation of the business license can only be carried out by the enterprise registration department, which in China is the administrative department for industry and commerce.

Although the relevant departments have the right to investigate and deal with the illegal operation of enterprises, such as the investigation and punishment of enterprises violating quality supervision by the quality and technical supervision department, the investigation and punishment of gambling and entertainment enterprises by the public security organs, and the investigation and punishment of polluting enterprises by the environmental protection department, these departments cannot directly exercise the power to revoke business licenses.

Legal analysis: Under normal circumstances, the company should be liquidated before deregistration, and the debts should be dealt with at the time of liquidation. However, in many cases, shareholders infringe on the interests of creditors by not liquidating or liquidating illegally or even "voluntarily revoking licenses" in order to avoid debts.

In this regard, the law provides clear provisions to punish such actors.

The shareholders of the company abuse their shareholder rights to evade debts and bear joint and several liability. In order to evade debts, shareholders often maliciously cancel the company, or deregister the company after transferring property, etc., in this case, the creditor may seek recourse to the relevant shareholders in accordance with the provisions of Article 20, Paragraph 3 of the Company Law to realize the creditor's rights.

The liquidator shall be liable for any illegal acts. In accordance with the provisions of Articles 205, 206 and 207 of the Company Law, the liquidation team and its liquidators will be fined and other penalties if they violate the law in the liquidation process; At the same time, illegal gains will be confiscated.

1. Liquidation responsibility refers to the fact that after the business license of the enterprise legal person is revoked and loses the civil rights and civil capacity, the liquidation organization shall exercise the corresponding limited rights, and its main responsibility is to take stock of the management of enterprise property and clean up external claims and debts, which is mainly manifested in internal behavior, which is the handling of existing civil legal relations, and the liquidation organization has no right to have new civil relations with the outside world. In the course of litigation, the people's court shall fully respect the characteristics of the liquidation organization's activities. Where a liquidation organization has been established and the property, creditor's rights and debts of the enterprise have been liquidated, the people's court shall review the legality and validity of the liquidation results; Where a liquidation organization has not been organized, or where a liquidation organization has been established but has not been liquidated, the people's court shall order the establishment of a liquidation group to make a judgment before liquidating the enterprise's assets within a set period of time, and bear civil liability externally within the scope of the liquidated enterprise's assets.

2. The repayment liability refers to the fact that at the time of the establishment of the enterprise or in the course of operation, if its liquidation entity (also its shareholders or the start-up unit with the nature of shareholders, or the competent department at a higher level) has legal defects or circumvention of the law, it shall bear a limited liability for repayment of external creditor's rights.

Legal basis: Article 185 of the Company Law of the People's Republic of China The liquidation group shall notify the creditors within 10 days from the date of establishment and make an announcement in the newspaper within 60 days. The creditor shall, within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if it has not received the notice, declare its creditor's rights to the liquidation group.

When a creditor declares a creditor's right, it shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation group shall register the creditor's rights. During the declaration of creditor's rights, the liquidation group Chuntan shall not repay the creditors.

The Civil Code stipulates that a legal person shall bear civil liability with all its property, and after the company's business license is revoked, it shall be liquidated, and the debts shall be borne with all the company's property at the time of liquidation.

Civil Code of the People's Republic of China

Article 60: [Bearing of Civil Liability by Legal Persons]Legal persons independently bear civil liability with all of their assets.

Article 69: [Circumstances of Legal Person Dissolution]In any of the following circumstances, the legal person is dissolved:

1) The period of existence provided for in the legal person's charter is completed or other reasons for dissolution provided for in the legal person's charter appear;

2) The power organ of the legal person resolves to dissolve;

3) It is necessary to dissolve due to the merger or division of a legal person;

4) The legal person's business license or registration certificate has been revoked in accordance with law, and it has been ordered to close down or be revoked;

5) Other circumstances provided for by law.

Article 70: [Liquidation after the dissolution of a legal person] Where a legal person is dissolved, except in the case of merger or division, the liquidation obligor shall promptly form a liquidation team to conduct liquidation.

The directors, directors and other members of the executive or decision-making body of the legal person are liquidation obligors. Where laws and administrative regulations 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.

1. Circumstances of revocation of business licenses in accordance with law.

1. Falsely declare the registered capital and obtain company registration when handling company registration, and the circumstances are serious;

2. Submitting false supporting documents or taking other fraudulent means to obtain company registration when handling company registration, and the circumstances are serious;

3. If the company fails to operate for more than 6 months without justifiable reasons after its establishment, or suspends business for more than 6 consecutive months after opening, the business license shall be revoked by the company registration authority;

4. After the bankruptcy, dissolution and liquidation of the company, it does not apply for cancellation of registration;

5. After the establishment, alteration and cancellation of the registration of shares, the announcement is not issued within the prescribed time limit or the content of the announcement is inconsistent with the content approved and registered by the company registration authority, and the circumstances are serious;

6. If the company does not accept the annual inspection in accordance with the regulations, the company registration authority shall impose a fine and accept the annual inspection within a time limit, and still do not accept the annual inspection within the time limit;

7. Counterfeiting, altering, leasing, lending, or transferring business licenses, where the circumstances are serious;

8. The company engages in business activities beyond the approved and registered business scope, and the circumstances are serious.