1. What does it mean to cancel shares?
The cancellation of shares is a way to reduce the registered capital of a company by directionally destroying specific shares. The cancellation must be approved by the shareholders' meeting and reported to the competent authority for approval. Generally, a company can only cancel its shares according to the method of capital reduction stipulated by law or the articles of association. After the company is approved to cancel its shares, it shall immediately notify all creditors of the company because it involves the interests of creditors. Creditors may raise objections within a certain period of time, and those who fail to raise objections within the time limit shall be deemed to agree. When a company cancels its shares, it shall change the relevant contents of its articles of association. There are two ways to cancel: one is to recover, which is often recovered by the company's valuation through forced lottery or arbitrary purchase; The second is merger, which means merging several shares into one.
Second, the joint-stock company cancellation process
(1) liquidation
Before going through the cancellation formalities with the registration authority, the company must carry out liquidation according to law, including terminating production, operation and sales activities, handling company affairs, settling civil litigation, clearing creditor's rights and debts and distributing the remaining property.
The liquidation of a company, regardless of its nature, shall be carried out according to the following steps:
1. Establish a liquidation group.
2. carry out liquidation.
The liquidation group shall take over the company from the date of establishment and carry out the following business: take over the company's property, close the company's unfinished business, collect creditor's rights, clear debts, distribute the remaining property, cancel the company's legal person status and revoke its business license.
3. Notify creditors to declare their claims.
4. Put forward liquidation plan.
After clearing up the company's property, preparing the balance sheet and property list, the liquidation group shall formulate and submit the liquidation plan, which shall be submitted to the shareholders' meeting for discussion and approval or confirmed by the competent authority.
Liquidation plan's main contents include: liquidation expenses, wages and labor insurance premiums payable, taxes payable, paying off the company's debts, distributing surplus property and ending liquidation.
After the liquidation is completed, it can be cancelled.
(2) Registration
During the cancellation process, the company needs to cancel the corresponding accounts in the following seven departments or institutions:
1. Social Security Bureau: Check whether there are unpaid social security fees, and then cancel the company's social security account.
Tax official: Check whether there are any unpaid taxes or fees, and then cancel the national tax and local tax of the company.
3. Newspaper media: The company needs to publish itself in the newspaper and announce that the company is about to cancel.
4. Industry and Commerce Bureau: handle the company's record cancellation and cancel the business license.
5. Opening bank: cancel the company's account opening license, basic bank account and other accounts.
6. Quality Supervision Bureau: Go to the Quality Supervision Bureau to cancel the company's license, such as production license.
7. Public security organ: the legal effect of canceling the company seal (the seal itself may not be handed in).
Shares can also be cancelled, but the cancellation of shares needs to meet certain conditions. Secondly, assets need to be cleared when the shares are cancelled. At the same time, it is necessary to hold a general meeting of shareholders and agree unanimously before applying to the relevant departments for cancellation of shares. After approval, the shares can be officially cancelled.