Opinions of Six Departments Including the
Jing Shi Jian Fa  No. 5
The People’s Governments of all districts and all related departments,
To further deepen the commercial system reform, continually optimize the business environment of our city, improve the enterprise exit efficiency and provide more convenient services for the enterprise to exit from the market, we have, pursuant to the requirements stipulated in the Notice of the State Administration for Market Regulation on Conducting a Pilot Program of Further Improving the Reform of Simplified Deregistration of Enterprises (Guo Shi Jian Zhu  No.237) and the Notice on Promoting the Convenience of Enterprise Deregistration (Guo Shi Jian Zhu  No.30) by five authorities including the State Administration for Market Regulation, proposed the opinions as follows.
I. Further Improve the Pilot Program for the Reform of Simplified Deregistration of
1. Expanding the applicability of simplified deregistration. The simplified deregistration procedures apply to a limited liability company, unlisted limited company by share, enterprise owned by the whole people, sole proprietorship enterprise, partnership enterprise, or farmers' professional cooperative as well as the branches of the above enterprise which has not commenced operation since receiving business licenses, or has no liabilities or no outstanding liabilities before its application for deregistration.
2. Shortening the time of announcement for simplified deregistration announcement. In the event that an enterprise turns to the simplified deregistration procedures, it may use the free announcement in the national enterprise credit system, which duration is shortened from 45 days (calendar days) to 20 days (calendar days).
3. Establishing the fault tolerance system and smoothing the channel for simplified deregistration. Where an enterprise applies for simplified deregistration, but it is found upon examination by the registration authority that “the enterprise has been included in the list of in the list of enterprises with abnormal business operations,” “its equities (investment interests) are frozen or pledged or its movable property is mortgaged,” “the enterprise is being investigated or taking administrative arbitrariness and judicial assistance, or being given administrative punishments”, “a non-legal person branch of the enterprise has not been deregistered” or the enterprise falls under any other circumstance where simplified deregistration procedures are not applicable, the enterprise shall be allowed to reapply for simplified deregistration under the procedures after the said abnormal business status ends. Where the text or form of a letter of commitment filled out by an enterprise is non-standard, the registration authority shall not accept the enterprise's application for simplified deregistration until supplements and corrections have been made.
II. Optimize general deregistration procedures
4. Optimizing recordation procedures of liquidation groups The procedures that the enterprise shall clear the recordation procedures of liquidation to the company registration authority shall be cancelled and are changed to those that enterprises may voluntarily issue announcements on the information about the liquidation groups in the national enterprise credit information publication system free of charge.
5. Optimizing announcement method. The procedures that the enterprise shall issue announcements in newspapers are adjusted to those that the enterprise is allowed to issue announcements free of charge in the national enterprise credit information publication system, thus reducing enterprises’ affairs handling costs.
6. Streamlining application instrument materials Where an enterprise publicizes the information about the liquidation groups and issues announcements in the national enterprise credit information publication system, it is no longer required to submit materials including the Recordation Notification of the liquidation groups or the sample announcement, instead, it only has to submit such materials as deregistration application, resolution or decision made according to laws and liquidation report.
7. Optimizing tax-related inspections and examinations. For taxpayers whose are in the state of “Cancllation” through online check with the tax authority and are confirmed of closing all tax clearance formalities are not required to submit the tax clearance certificate to the registration authority.
III. Conduct categorized handling of tax deregistration and improve the speed of tax clearance
8. Optimizing tax-related deregistration services. For eligible enterprises, the relevant provisions on optimizing tax deregistration stipulated in the Notice of the State Taxation Administration on Further Optimizing Tax De-registration Procedures for Enterprises (Shui Zong Fa  No. 149) will be strictly implemented by providing the tax clearance certificate exemption service. For eligible enterprises, we will, through the implementation of the tax clearance certificate exemption service, optimize the tax deregistration service, simplify the materials and flows for tax deregistration handling and implement the “combo” service mode of “one-window acceptance, internal circulation, completion of handling tax-related matters within a specified time limit, and window delivery”. We will strengthen the movers of “first asking responsibility system” and “one-off notification” to raise the actual feelings of the taxpayers and speed up the tax deregistration progress.
IV. Optimize social security registration and deregistration to reduce enterprises’ affairs handling costs.
9. Relevant departments optimize deregistration formalities. The human resources and social security department shall, based on the enterprise deregistration information shared by the market regulation department, make pre-examination in advance and proactively inform the enterprises to settle the social security fees, overdue fees and penalties payable. Optimizing handling process. Enterprises that have cleared all fees before the enterprise deregistration are no longer required to go to the social security registration authority to handle the social security deregistration after they have closed deregistration. While handling deregistration involving foreign-invested enterprises or export&import enterprises, the departments of commerce and customs shall further improve efficiency, optimize process and streamline materials to provide more convenient services for the enterprises. The housing provident fund management center shall, based on the enterprise deregistration information shared by the market regulation department, check the housing provident fund deposit and proactively inform the enterprise to settle the payment of the outstanding housing provident funds.
V. Solve Knotty Problems to Smooth Exit Channel
10. Solving the problem of failure to form resolutions due to refusal to cooperate or missing of shareholders of limited liability companies. First, if the valid resolution may be formed in accordance with the provisions in the Company Law and the agreements in the Articles of Association, the company, after informing all shareholders in writing or newspaper announcement to hold the Shareholders’ Meeting, forming the resolution in the voting proportion stipulated in laws and the Articles of Association and closing liquidation, may apply for deregistration to the registration authority with the resolution and the liquidation report. Second, if no effective resolution can be formed, the shareholders of the company are encouraged to file an mandatory liquidation application to the people’s court and apply for deregistration to the registration authority with the holding of the court to close mandatory liquidation.
11. Solving the problem of loss of business license If the business license is lost when the application for deregistration is made, the enterprise may no longer apply for the replacement of the business license. The enterprise, after issuing the statement of business license invalidity free of charge in the national enterprise credit information disclosure system or publishing the announcement of business license loss in newspaper, mat direct handle deregistration with relevant materials and the application materials for deregistration.
12. Solving the problem that the legal representative is unable to propose the application. The enterprise whose legal representative is unable to propose the deregistration on behalf of the company may integrate such two links as legal representative change and deregistration into one and then make the application to the registration authority. In case of a company, the head of the liquidation group set up by the shareholders according to law may sign the deregistration documents; in case of non-corporate enterprise legal person, the investors may appoint a new legal representative according to laws to sign the deregistration documents.
VI. Strengthen interdepartmental information sharing and business collaboration
13. Strengthening collaboration and sharing of information, archives and document. The departments of tax, human resources and social security, commerce and housing provident fund may inquire and retrieve necessary digital and video archives online through the “remote inquiry service platform for enterprise registration information and materials” of the market regulation department.
14. Gradually implementing the “whole-process electronic” deregistration model. The electronic video files facilitating applicant’s online submission of application and of the paper application materials and the electronic data and electronic video files created in the registration process are the enterprise’s electronic registration materials and have the same legal effect as the paper materials. The applicant does not have to submit the paper materials on site of the registration department. If the deregistration is handled in the whole-process electronic channel, the enterprise is not required to return the original paper business license.
15. Establishing integrated deregistration service platform. Base on the construction scheme of the current E-window platform, the “enterprise deregistration information service platform” will be established to gradually interconnect the business flows for handling enterprise deregistration of all relevant department, realize services for enterprise deregistration through “one network and provide the applicant with electronic government services with clear and transparent handling processes, communicated and shared enterprise information and whole-process progress traceability.
VII. Strengthen credit management and improve the system of joint disciplinary actions
16. Strengthening credit regulation. Enterprises that are deregistered by submitting fake materials or concealing important facts by other fraudulent means will be included in the list of seriously illegal and dishonest enterprises according to the law, and announced in the national enterprise credit information disclosure system.
17. Intensifying dishonesty punishment. For which tax deregistration is handled by making commitments of fault tolerance, taxpayers shall supply relevant materials and handle relevant taxation affairs within the pledged time limit. In case of enterprises’ failure to fulfill the commitment, the tax departments shall include theirs legal representatives and persons in charge of finance in the Class D management of tax-paying credit.
18. Smoothing remedy channels. In case of debt evasion or infringement upon others lawful rights through malicious use of the simplified enterprise deregistration procedures, the relevant stakeholders are supported to claim their legitimate rights and interests against the investors through civil litigation. If the investors violate the provisions of laws and regulations and constitute a crime, they shall be investigated for criminal liability according to law.
VIII. Effectively strengthen work execution.
19. Strengthening responsibilities. The Municipal Administration for Market Regulation leads the advancement of the enterprise deregistration facilitation, is responsible for optimizing the enterprise deregistration handling process service platform and work with other relevant departments to strengthen the overall coordination of the work in this regard. The tax departments are responsible for improving enterprises' experience of tax payment, the human resources and social security departments are responsible for improving the process for enterprises’ payment of social security fees and the housing provident fund management centers are responsible for improving the process for enterprises’ settling housing provident funds. All district people’s governments shall effectively rationalize the working mechanism, specify tasks and measures and coordinate the advancement to ensure the true implementation of the policy.
20. Wide publicity. All departments shall intensify the publicity of the deregistration policy, in particular enriching methods and channels of publicity so that enterprises and masses may understand, operate and fully leverage the policy measures. Law and regulation publicity to enterprises shall be strengthen so that they are fully aware of the legal obligations and liabilities during deregistration.
21. Strengthening training. All departments shall strengthen business training of the staff at both the municipal and district levels to ensure they comprehensively understand the reform policy and measures, master the work process and handling requirements and properly provide consultation, disclosure and registration services. The “first asking responsibility system” and “one-off notification” shall be fully implemented to substantially resolve various actual difficulties encountered by enterprises.
22. Constant advancement. The optimization of enterprise deregistration will be regarded as long-term reform task to be properly and fully implemented. We shall uphold the problem-oriented philosophy, listen to various opinions and suggestions from relevant enterprises and masses, solve prominent problems, integrate and reserve more reform policies and measures, stabilize social expectations and ensure sustained release of reform dividend.
Beijing Customs District
January 31, 2019