Measures for the Implementation of Compulsory Deregistration of Companies

 

 

Issued by:    State Administration for Market Regulation
Issue No.:    State Administration for Market Regulation Order No. 105
Release Date:    September 5, 2025
Effective date:    October 10, 2025
Links:    https://www.samr.gov.cn/zw/zfxxgk/fdzdgknr/fgs/art/2025/art_696b5a2d68c44a058d0ff9c3eac7bc95.html
The Company Law, newly revised in 2025, established the framework for compulsory deregistration of companies. Under this framework, these Measures specify the relevant procedures and remedial measures. The main contents are as follows:
Scope of application: Where a company has its business license revoked, is ordered to close, or is subject to revocation, and fails to apply for deregistration within three years, the registration authority may compulsorily deregister the company. The compulsory deregistration procedure does not apply to companies that are required by law to obtain approval prior to deregistration. 
Compulsory deregistration process:
1)The registration authority shall issue a public notice through the National Enterprise Credit Information Publicity System ("Publicity System") for a period of 90 days;
2)During the publicity period, if relevant authorities, creditors, or other interested parties raise objections, they shall provide the grounds for the objection along with supporting materials. The registration authority shall conduct a formal review within 7 working days. If the objection is sustained, the compulsory deregistration procedure shall be terminated;
3)If no objections are raised or objections are not sustained upon the expiration of the publicity period, the registration authority shall, within 10 working days, issue the "Decision on Compulsory Deregistration" and serve it to the company concerned. Simultaneously, a special annotation of "Compulsory Deregistration" shall be made in the Publicity System. 
Legal consequences
1)Cessation of legal personality: The company shall cease to exist as of the date of its compulsory deregistration. Its company name becomes available for registration by another company one year after such deregistration.
2)Liability not exempted: The former shareholders and persons obligated to liquidate shall remain liable for unsettled debts, tax obligations, and other legal responsibilities.
Remedial measures: Within three years from the date of a company's compulsory deregistration, if relevant authorities, creditors, or interested parties believe that circumstances exist which rendered the deregistration inappropriate (such as the company being involved in pending litigation or legal cases), an application for reinstatement of registration may be filed. 
Procedures following termination of compulsory deregistration or reinstatement of registration: The company shall promptly initiate liquidation and apply for deregistration in accordance with the law. If the company fails to do so within three years from the date of such termination or reinstatement, the registration authority may re-initiate the compulsory deregistration procedure.

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