Conditions for Termination
In line with Chinese law, a foreign-funded enterprise shall be terminated where any of the following conditions occurs:
1. That the term of operation expires;
2. That the investors have decided to dissolve the enterprise because of poor operation and serious losses;
3. That the enterprise can not continue to operate because one of the partners has failed to fulfil its obligations defined by the contract and charter of incorporation;
4. That the enterprise can not continue to operate because of serious losses resulting from factors of force majeure such as natural disasters and war;
5. That the enterprise has become insolvent;
6. That the enterprise has been dissolved for violation of law or harming public interests;
7. That there have occurred other reasons to dissolve the enterprise as defined by the contract and charter of incorporation.
Documents required for WFOE deregistration
To start WFOE cancellation, you will need to prepare the following documents :
1. Original Certificate of Approval, Letter of
2. Original Business License
3. Organization Code Certificate
4. Taxation Registration Certificate (2 originals)
5. Foreign Registration Card
6. Financial Registration Certificate
7. Bank Account Certificates
8. All chops of WFOE (Company chop, finance, Legal representative)
9. All accounting related documents: bank statements, invoices of WFOE expenses
10. Copy of Legal Representative’s passport (first page, signature page and most recent immigration records’ page)
11. Witten board resolution of Cancellation of WFOE (ZANYA will provide this)
Procedures for Cancellation
1. The board of directors of the enterprise shall file an application and submit it to the government
2. Submit to Foreign Trade & Economic Cooperation Bureau
3. Cancellation of Letter of approval and Certificate of approval
4. The date of approving the application shall be date of terminating the enterprise.
5. Within a period of 15 days counted from the date of termination, the enterprise shall make a public announcement and notify all of its creditors that the enterprise has entered the period of liquidating its assets.
6. Within a period of 15 days counted from the date of making the public announcement, the enterprise shall produce a procedure and principles for the liquidation of assets and nominate candidates for the liquidation panel before submitting them to the reviewing and approving authorities for approval. Only when they are approved by the government can the process of liquidation start.
7. Clear the tax and submit Tax Clearance Declaration Report (an audit report prepared by CPA firm)
8. The tax bureau will issue a "notice of cancellation of tax registration".
9. The parties concerned shall contact competent administrative authorities for industry and commerce to go through the formalities for canceling the registration and return the business license of the enterprise for revocation.
10. Cancellation of Alien Employment Permit
11. Dissolution registration with customs (applicable to trading, manufacturing WFOE only)
12. Cancellation of Foreign Registration Card
13. Bank accounts closure and capital repatriation
14. Cancellation of Company stamps
15. After all these procedures are finished, Guangzhou Administration for Industry and Commerce will send a "notice of the approval of cancellation for WFOE."
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