Liquidation Termination and Business Renewal of Foreign-funded Enterprises in the Liquidation Procedure

Where any foreign-funded enterprise suggests the termination of a contract and charter thereof ahead of schedule to dissolve the enterprise, it may enter into the liquidation procedure upon the approval of the relevant examination and approval organ. Where any enterprise, in the liquidation procedure, files an application for liquidation termination and business renewal, the examination and approval organ shall, on preconditions that it may not damage the interests of any enterprise creditor, third party or the public social interests, and may not breach any industrial policy on using foreign capital, allow the enterprise to stop the on-going liquidation and restart the operation thereof.

Any enterprise that applies for liquidation termination and business renewal shall observe the relevant laws and regulations of China and meet the following conditions:
1. The investors of the enterprise have unanimously agreed to the liquidation termination and business renewal;
2. The enterprise authority has decided to terminate liquidation and restart its business;
3. The liquidation committee has agreed on liquidation termination and business renewal and submits a statement on the liquidation progress thereof;
4. The enterprise has not written off its registration in the administration of industry and commerce;
5. The business operational term of the enterprise has not expired;
6. Meeting the requirements concerning the business place of legal person as provided by relevant laws and regulations;
7. The assets of the enterprise have not been distributed, or those shareholders who have got the said distributed assets have returned or have promised to return the assets of the enterprise within a specified period;
8. The enterprise and the investors thereof have no action in violation with any law, regulation or rule.

Therefore, the examination and approval organ shall require an applicant to submit the following documents:
1. An application letter on liquidation termination and business renewal which has been affixed with the signatures and the seal of all investors;
2. A decision of the enterprise authority on liquidation termination and business renewal;
3. An agreement letter of the liquidation committee on liquidation termination and business renewal;
4. A statement of the liquidation committee on liquidation progress;
5. The charter, contract, approval certificate and business license of the enterprise;
6. A document certifying that those shareholders who have got the distribution have returned the relevant assets or a letter of shareholders on promising to return the enterprise assets as distributed in a specified term;
7. Any other document as required by the department of commerce.

Where the examination and approval organ have checked that the aforesaid documents are inerrable, it may, in light of the application as filed by the enterprise for liquidation termination and business renewal, directly give an official written reply on whether or not to grant the approval thereof. For any written reply on liquidation termination and business renewal, the written reply on the approval for terminating the contract and charter ahead of schedule and dissolving enterprise does not have to be discharged. Any written reply of approval shall be simultaneously reported to the administrative department in charge of enterprises, the customs, administrative organs of foreign exchange, the registration organs of enterprises, taxation authorities, etc.