Sui Zhong Fa [2020] No. 88
Notice of Guangzhou Intermediate People’s Court and Guangzhou Administration for Market Regulation on Issuance of the Implementing Opinions on Promoting the Withdrawal of Bankrupt Enterprises from the Market
To all primary people’s courts and all court departments of Guangzhou Intermediate People’s Court, the administrations for market regulation of all districts, the Administrative Examination and Approval Bureau of Tianhe District, the Administrative Examination and Approval Bureau of Nansha District, all departments of Guangzhou Administration for Market Regulation,
To implement the Central Committee of CPC’s decision and deployment on in-depth advancement of supply-side structural reforms and promotion of high-quality economic development, improve the efficiency of enterprise de-registration, and unblock the market withdrawal channels for bankrupt enterprises, the Implementing Opinions on Promoting the Withdrawal of Bankrupt Enterprises from the Market is hereby formulated and distributed to you, please implement it carefully.
Guangzhou Intermediate People’s Court
Guangzhou Administration for Market Regulation
May 26, 2020
Implementing Opinions on Promoting the Withdrawal of Bankrupt Enterprises from the Market
To implement the Central Committee of CPC’s decision and deployment on in-depth advancement of supply-side structural reforms and promotion of high-quality economic development, improve the efficiency of enterprise deregistration, unblock the market withdrawal channels for bankrupt enterprises, and serve and guarantee the construction of the City’s business environment, the Opinions is hereby formulated in accordance with the Company Law of the People’s Republic of China, the Enterprise Bankruptcy Law of the People’s Republic of China and other applicable laws and regulations, in consideration of the actual situation of the City.
I. Ensure that an Administrator (Liquidation Group) Performs Its Duties Legally and Efficiently
1．[Recognition of identity of the administrator] The administrator (liquidation group) may handle internal file query, filing and registration, change of registration and cancellation of registration with court’s written ruling on acceptance, decision on appointment of administrator (liquidation group) and the identity certificate of the handler in the corresponding administration for market regulation at the municipal and district levels.
2．[Open green channel for judicial liquidation enterprises] The administrations for market regulation should open green channels, establish special window or arrange personnel for the administrator (liquidation group) to handle the above matters required for performance of its duties. The administrator (liquidation group) may make a batch appointment, and is not subject to one-appointment-for-one-enterprise rules.
3．[Specify processing time] The above matters should be completed with receipt filled or responded with result on the spot if possible, or should be completed with receipt filled or responded with result within three (3) business days.
The “shortage-tolerant acceptance” may apply to non-critical materials, and the relevant matter should be finished within one (1) business day after the administrator (liquidation group) fills up the materials.
II. Improve the System of Information Publicity and Change Registration of Enterprises
4．[Implementation of the information publicity and filing system for judicial liquidation enterprise] The administrations for market regulation should assist the administrator (liquidation group) in information publicity. After registering an account with the unified identity authentication platform of Guangdong province, an enterprise may log on to the web page to fill in the information, such as liquidation record, cancellation announcement, etc., and publish it through the national enterprise credit information publicity system.
5．[Change registration of liquidation enterprises] After an enterprise enters the judicial liquidation procedure, the administrator (liquidation group) shall promptly apply to the administrations for market regulation for judicial liquidation filing. Upon filing, the registered items of the enterprise in liquidation may not be changed, except for the need of the administrator (liquidation group) to carry out its work.
III. Further Promote Streamlined Deregistration of Enterprises in Liquidation
6．[Scope of simple cancellation of registration] The enterprise in the enterprise bankruptcy and compulsory liquidation cases that the court has ruled to conclude and its branches shall be subject to the streamlined deregistration procedure.
7．[Materials required for streamlined deregistration] Where an administrator (liquidation group) applies to the administrations for market regulation for streamlined deregistration of a liquidation enterprise and its branches, the following materials shall be provided: materials for case acceptance, written ruling on concluding bankruptcy or compulsory liquidation proceedings, Application Materials for Deregistration of Enterprise or Application Materials for Deregistration of Branches, and identity certificate of the administrator (liquidation group). The liquidation report of the liquidation enterprise, resolution of investors, tax clearance certificate, filing certificate of the liquidation group and public notice in a newspaper are not required.
8．[Implementation of substitution system of deregistration materials] When the administrator (liquidation group) applies to the enterprise registration authority for deregistration, it may replace the original business license of the enterprise by making public the cancellation of the business license in the national enterprise credit information publicity system and by submitting a written statement of the loss of the business license affixed with its official seal when it fails to take over the business licenses of the enterprise and its branches due to historical reasons.
If the official seal of the enterprise and its branches could not be taken over due to historical reasons, the administrator (liquidation group) may replace the official seal of the enterprise with its official seal after it has issued a statement of loss of the official seal when applying to the enterprise registration authority for deregistration.
IV. Regulating the Registration of Share Change in Liquidation Enterprises
9．[Registration of changes in external shares held by liquidation enterprises] Where the ownership of external shares held by a liquidating enterprise is changed due to the disposal of the property of the enterprise in judicial liquidation, the administrator (liquidation group) may apply to relevant administration for market regulation for registration of the change of the shares with such materials as the decision of accepting the case and the decision of appointing the administrator (liquidation group). If relevant materials of the liquidation enterprise are lost, the materials shall be replaced with reference to Article 8 hereof.
Where the external sharesheld by the liquidation enterprise are seized by judicial authorities, the administrations for market regulation shall go through the formalities of registration for the change in the event of the disappearance of the freezing effect in accordance with Article 14 and Article 19 of the Circular of the Supreme People’s Court and the State Administration of Industry and Commerce on Strengthening the Standardized and Assisted Execution of Information Cooperation.
10．[The shares of a liquidation enterprise are pledged or judicially seized] Where the shares held by the shareholders in a liquidation enterprise are pledged or seized, the deregistration of the liquidation enterprise shall not be affected, and the administrator (liquidation group) may apply to the administrations for market regulation for deregistration with such materials as the written ruling on acceptance, written ruling on conclusion, and decision on appointment of the administrator (liquidation group). After the cancellation of the enterprise, the administrator (liquidator) shall promptly notify relevant obligee.
Where an enterprise in bankruptcy restructuring needs to change its shareholders’ matters due to the adjustment of the investor’s rights and interests, but the shares held by the original shareholders of the enterprise are pledged or seized, the administrator may register the change of shares withrelevant administration for market regulation on the basis of the written ruling on acceptance, the written ruling on approval of restructuring plan, the decision on appointment of administrator (liquidation group), assistance execution notice, etc.
V. Strengthening the Link of Judicial Procedures with Administrative Procedures
11．[Strengthen judicial liquidation] In order to further promote the withdrawal of enterprises and enhance the vitality of the local economy, the people’s court and the administrations for market regulation should strengthen publicity, actively guide investors or creditors to achieve the withdrawal of missing and abnormal enterprises through compulsory liquidation, bankruptcy liquidation and other judicial channels.
12．[Credit repair of restructuring enterprises] In order to save enterprises in distress and increase the support for market entities, the administrations for market regulation should actively carry out the credit repair work of enterprises. For an enterprise that survives bankruptcy restructuring, the administrator may apply to the administrations for market regulation for removing from the “Blacklist” to realize its credit repair on the basis of the court’s ruling to approve the restructuring plan.
13．[Strengthen working relationship] The courts and the administrations for market regulation market should establish a regular cooperative mechanism for the withdrawal of market entities, hold regular joint meetings, and further improve work measures, such as handling affairs, information sharing, etc.