Enterprises, institutions, institutions and other units due to commodity trading, labor supply or
Liquidation of currency receipt and payment business due to fund transfer and other reasons. To close/close/close an account
There are two kinds:
① Cash settlement.
② Transfer and settlement.
Transfer settlement methods include: collection and acceptance, entrusted collection, remittance and letter of credit.
, limit settlement, cheque transfer, payment authorization, collection without commitment, etc.
City entrusted collection, etc.
Liquidation refers to the process of clearing up the property of a legal person of a dissolved or revoked institution, terminating its legal relationship as a party, and properly eliminating the legal person. According to the "Regulations", institutions should complete liquidation before cancellation of registration or filing, with the purpose of protecting their legitimate rights and interests and maintaining social and economic order. The liquidation work shall be carried out by the liquidation organization in accordance with the relevant laws and regulations of the state.
Generally speaking, there are two ways to liquidate a legal person: one is to liquidate according to bankruptcy procedures. After a legal person is declared bankrupt, the court shall organize relevant personnel to set up a liquidation organization to conduct liquidation in accordance with bankruptcy procedures; Second, failure to carry out liquidation in accordance with bankruptcy procedures is applicable to the dissolution of legal persons on the grounds of non-bankruptcy. The liquidation of public institutions as legal persons belongs to the second case.
Liquidation is an important condition for the cancellation of registration or filing of legal persons in public institutions. Mainly includes:
(1) Assessing its overall assets (including intangible assets, etc.). ) and fairly determine the actual situation of assets;
(2) Clearing creditor's rights and debts and paying taxes;
(3) Audit its financial revenue and expenditure, and obtain information and draw conclusions by checking accounting vouchers, accounting books, expenditure schedules, balance sheets, income and expenditure statements, cash and securities, etc.
The liquidation institution's application for cancellation of registration or filing mainly has the following purposes:
(a) standardize the management behavior of public institutions, and strictly cancel the registration procedures of public institutions as legal persons;
(two) by auditing the financial accounts of public institutions. , check whether the activities of the legal representative are law-abiding.
(three) to prevent the loss of state-owned and collective assets and their income, and to protect the legitimate rights and interests of creditors and debtors.
Liquidate the company's property and formulate the liquidation plan.
(1) Investigate and clean up the company's property. The liquidation group shall investigate and clean up the company's property while urging creditors to declare their claims. According to the creditor's application and investigation and liquidation, prepare the company's balance sheet, property list and creditor's rights and debts list. It should be pointed out that the liquidation group shall not underestimate the value of the company's property when preparing the balance sheet.
(2) Formulate the liquidation plan. After preparing the company's financial and accounting report, the liquidation group shall formulate a liquidation plan and put forward specific arrangements for collecting creditor's rights and paying off debts.
(3) Submitted to the shareholders' meeting for approval or submitted to the competent authority for confirmation. Liquidation plan is the general plan for company liquidation. Therefore, the liquidation group of a joint stock limited company shall submit liquidation plan to the shareholders' meeting for approval. However, the members of the liquidation group of a limited liability company are composed of shareholders and need not be submitted to the shareholders' meeting for further approval. If the liquidation company is dissolved illegally, liquidation plan shall be reported to the relevant competent authorities for confirmation.
(4) In addition, the liquidation group of the company has the responsibility to immediately apply to the people's court with jurisdiction to declare bankruptcy if it finds that the assets of the company are insufficient to pay off the debts when cleaning up the company's assets and compiling the balance sheet and property list. After the people's court decides to declare bankruptcy, the liquidation group shall hand over the liquidation affairs to the people's court.
2. Clean up the creditor's rights and debts of the company.
(1) Handle the unfinished business of the company. During the liquidation period, the company shall not carry out new business activities. However, for the purpose of liquidation, the liquidation group of the company has the right to handle the unfinished business of the company.
(2) Collection of company claims. The liquidation group shall promptly request the company debtor to pay off the due company creditor's rights. For the unexpired corporate creditor's rights, the debtor should be required to pay off as early as possible. If the debtor does not agree to pay off in advance, the liquidation group may pay off in disguised form by transferring the creditor's rights.
(3) Paying off the company's debts. After clearing the company's assets, compiling the balance sheet and property list, the liquidation group of the company confirms that the existing assets and creditor's rights of the company are greater than the debts owed, which is enough to pay off all the debts of the company, and pay off the debts to the creditors in legal order. First of all, the liquidation expenses of the company should be paid, including the expenses required for the company's property evaluation, storage, sale and distribution, announcement expenses, remuneration of members of the liquidation team, fees for entrusted certified public accountants and lawyers, and litigation expenses. Secondly, pay employees' wages and labor insurance expenses; Third, pay the taxes owed; Finally, it is to repay the debts of other companies. When paying off the company's debts, we should pay attention to the following points: first, there has never been a strict order of paying off the company's debts, but the company's property must be able to pay off the company's debts; Second, before the deadline for urging the debt broker to declare expires, the company generally cannot pay off the debt first; Third, the company's property shall not be distributed to the company's shareholders before the company has paid off all its debts.
3. Distribute the company's surplus property
After the company has paid off all its debts, if the company's property remains, the liquidation group may distribute the remaining property to shareholders. According to Article 195 of the Company Law, a limited liability company shall make distribution according to the proportion of capital contribution of each shareholder; A joint stock limited company distributes shares in proportion to the shares held by each shareholder. Obtaining the distribution right of the company's surplus property is an important content of the company's shareholders' self-interest right and a basic right of the company's shareholders. In the way of distribution, it can take the form of monetary distribution, physical distribution or pricing distribution. Its basic requirements are: protecting shareholders' rights and interests to the maximum extent, and embodying the principle of equality and fair distribution.