Guidelines for Enterprise Deregistration (2025 Revision)

 

 

Issued by:

State Administration for Market Regulation, Ministry of Public Security, Ministry of Human Resources and Social Security, People's Bank of China, General Administration of Customs, State Taxation Administration

Issue No.:

[2025] No. 52

Release Date:

December 12, 2025

Effective date:

December 12, 2025

Links:

https://www.gov.cn/zhengce/zhengceku/202512/content_7053238.htm

The Guidelines for Enterprise Deregistration were jointly formulated by the State Administration for Market Regulation and relevant departments in 2019, have undergone two revisions in 2021 and 2023, and this is the third revision. Compared with the 2023 version, the main changes are as follows:

  • Expansion of Formulating and Participating Authorities: the 2023 version of the Guidelines was jointly issued by only 3 departments: State Administration for Market Regulation, General Administration of Customs, and State Taxation Administration. In contrast, the 2025 version is jointly issued by 6 departments, adding 3 departments: Ministry of Public Security, Ministry of Human Resources and Social Security, and People's Bank of China, covering more aspects in the deregistration process such as filing of seals deregistration, closure of social security accounts and bank accounts.
  • Updates in Line with New Laws and Regulations: the new Company Law of the People's Republic of China implemented on July 1, 2024, has made significant adjustments to matters such as dissolution announcement, liquidation obligors, and compulsory deregistration. The newly issued Implementation Measures for the Administration of Company Registration has clarified the solutions for "cases where shareholders (investors) have been deregistered or deceased". The 2025 version of the Guidelines has been revised in accordance with the above laws and regulations.
  • Improvement of Handling Guidelines for Special Circumstances: Relevant mechanism has been improved by fully incorporating effective practices developed by local authorities in dealing with special circumstances, such as uncooperative or uncontactable corporate shareholders, loss of business licenses (or company seals), and uncooperative legal representatives. For instance, in cases where a company is unable to organize its own liquidation, in addition to "creditors, shareholders, and interested parties," the "relevant department that made the decision to revoke the business license, order closure, or rescind the company" has been added as an eligible applicant. Such parties may apply to the court for the appointment of relevant persons to form a liquidation team and carry out the liquidation.
  • Significant Increase in Clauses on Deregistration Liabilities and Related Notifications: the number of such clauses has increased from 19 in the 2023 version to 27 in the 2025 version. Legal liabilities are further clarified for actions such as compulsory deregistration, fraudulent representation, and the abuse of a company's legal independence and shareholders' limited liability to conduct fraudulent deregistration.
  • Special Addition of Content Related to the "One-Stop Service for Enterprise Deregistration": relevant authorities may achieve coordinated processing through information sharing, facilitating enterprises in completing deregistration procedures.

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