外商投资企业清算办法 MEASURES FOR LIQUIDATION OF FOREIGN INVESTMENT ENTERPRISES

对外贸易经济合作部令1996年第2号
（Approved by the State Council on June 15， 1996 and promulgated by Decree No. 2 of the Ministry of Foreign Trade and Economic Cooperation on July 9， 1996）
颁布日期：19960709 　实施日期：19960709 　颁布单位：外经贸部

　　Contents

　　Chapter I General Provisions

　　Chapter II Ordinary Liquidation

　　Section 1 Term of Liquidation

　　Section 2 Liquidation Organization

　　Section 3 Notice and Announcement

　　Section 4 Claims， Debts and Clearing

　　Section 5 Assessment and Disposition of Assets Subject to Liquidation

　　Section 6 The Closing of Liquidation

　　Chapter III Special Liquidation

　　Chapter IV Legal Liabilities

　　Chapter V Supplementary Provisions

　　Chapter I General Provisions

　　Article 1 These Measures are formulated， according to provisions of relevant laws， for the purposes of guaranteeing the smooth conduction of liquidation of foreign investment enterprises， protecting the legitimate rights and interests of creditors and investors and maintaining the social economic order.

　　Article 2 These Measures shall apply to liquidation of Chinese-foreign equity joint ventures， Chinese-foreign contractual joint ventures and foreign-capital enterprises established in accordance with the law within the territory of the People's Republic of China （hereinafter referred to as enterprises）。

　　Enterprises declared bankruptcy in accordance with the law shall be handled in accordance with laws and regulations concerning bankruptcy and liquidation.

　　Article 3 Enterprises that can form a liquidation committee to conduct liquidation by themselves shall handle things in accordance with provisions of these Measures regarding ordinary liquidation.

　　Where an enterprise cannot form a liquidation committee to conduct liquidation by itself or the liquidation conducted in accordance with provisions concerning ordinary liquidation has run into serious obstacles， the organ of power of the enterprise such as the board of directors or the joint management committee （hereinafter referred to as the organ of power of the enterprise）， the investors or the creditors may apply to the examination and approval authorities of the enterprise for a special liquidation. With the approval of the examination and approval authorities of the enterprise， the liquidation shall be conducted in accordance with provisions of these Measures regarding special liquidation.

　　Where an enterprise is ordered to be closed down and so is dissolved， the liquidation shall be conducted in accordance with provisions of these Measures regarding special liquidation.

　　Article 4 Liquidation of enterprises shall be conducted in accordance with provisions of relevant laws and regulations of the state， on the basis of the approved contract and articles of association of the enterprise and on the principle of fairness， reasonableness and protection of enterprises， investors and creditors.

　　Chapter II Ordinary Liquidation

　　Section 1 Term of Liquidation

　　Article 5 The date on which the period of operations of the enterprise expires or the examination and approval authorities of the enterprise approves the dissolution of the enterprise or the people's court or an arbitral authority makes a judgment or award to terminate the contract of the enterprise shall be considered as the starting date of the liquidation.

　　Article 6 The term of liquidation of an enterprise shall be 180 days， counting from the starting date of the liquidation to date on which the liquidation report is submitted to the examination and approval authorities of the enterprise.

　　When there is a need to extend the term of liquidation due to some special reasons， the liquidation committee shall， 15 days before the expiration of the term of liquidation， submit an application for the extension to the examinatio

n and approval authorities of the enterprise. 90 days shall be the limit for extension.

　　Article 7 In its term of liquidation， an enterprise may not develop new business operations.

　　Section 2 Liquidation Organization

　　Article 8 The organ of power of the enterprise shall organize and establish a liquidation committee for the liquidation of the enterprise. The liquidation committee shall be established within 15 days from the starting date of the liquidation.

　　Article 9 The liquidation committee shall be composed of at least three persons， who shall be selected among members of the organ of power of the enterprise or engaged from relevant professional personnel by the organ of power of the enterprise.

　　The liquidation committee shall have a chairman， which shall be appointed by the organ of power of the enterprise. With the approval of the organ of power of the enterprise， the liquidation committee may engage persons for handling daily routine.

　　Article 10 If any of the following circumstances occurs in duration of liquidation， the relevant member of the liquidation committee shall be replaced：

　　（1） The member of the liquidation committee has committed illegal activities；

　　（2） Any creditor requests with justified reasons the member of the liquidation committee be replaced； or

　　（3） The member of the liquidation committee has died or has lost capacity.

　　Article 11 During liquidation， the liquidation committee shall exercise the following powers and functions：

　　（1） Liquidate the assets of the enterprise， work out a balance sheet and a detailed inventory of assets of the enterprise， and formulate a scheme of liquidation；

　　（2） Inform unknown creditors by announcement and notify the known creditors in writing；

　　（3） Dispose of and liquidate relevant unfinished business of the enterprise；

　　（4） Give the basis for valuing and calculating the assets；

　　（5） Pay off taxes owed by the enterprise；

　　（6） Clear up claims and debts；

　　（7） Dispose of， after paying off the debts of the enterprise， its remaining assets； and

　　（8） Participating in civil lawsuits on behalf of the enterprise.

　　Article 12 The balance sheet and detailed inventory of assets worked out by the liquidation committee， the basis given by the liquidation committee for valuing and calculating the assets and the scheme of liquidation formulated by the liquidation committee shall be submitted to the examination and approval authorities of the enterprise for filing after being confirmed by the organ of power of the enterprise.

　　Article 13 After the liquidation committee has been formed， relevant personnel of the enterprise shall， within the time limit prescribed by the liquidation committee， submit to the liquidation committee the accounting statements， account books， list of property， list of creditors and debtors and other liquidation-related information of the enterprise.

　　Article 14 The liquidation committee shall perform the liquidation obligations in accordance with the law and handle liquidation affairs on the principle of consultation.

　　Members of the liquidation committee shall be devoted to their duties and may not accept bribes or seek for illegal income by taking advantage of their position and power， or embezzle any assets of the enterprise.

　　Article 15 During liquidation， the examination and approval authorities of the enterprise and other relevant competent authorities may send attendants to conferences concerning liquidation of the enterprise， so as to conduct supervision over the liquidation work of the enterprise.

　　Section 3 Notice and Announcement

　　Article 16 The enterprise shall， within seven days from the starting date of the liquidation， notify in writing the name and address of the enterprise， the reason for the liquidation and the starting

date of the liquidation to the examination and approval authorities and the department in charge of the enterprise， the customs， the authorities for foreign exchange control， the registration authorities， tax authorities and the bank with which the enterprise has its account， etc.， and to the administrative department for state property if the enterprise holds state property.

　　Article 17 The liquidation committee shall， within 10 days of its establishment， notify in writing the known creditors to lodge claims and， within 60 days of its establishment， make announcement at least twice in a newspaper of national circulation and a local provincial or municipal newspaper. The first announcement shall be made within 10 days of the establishment of the liquidation committee.

　　The liquidation announcement shall state the name and address of the enterprise， the reason for liquidation， the starting date of liquidation， the address of the liquidation committee， the list of members of the liquidation committee and the contact person.

　　Article 18 Creditors shall， within 30 days of the receipt of the notice， or within 90 days of the first announcement if no notice has been received， lodge claims with the liquidation committee.

　　Article 19 Creditors shall lodge claims within the specified time limit and submit documents supporting the amount of claim and other certificates related to the claim.

　　In case a creditor fails to lodge claims within the specified time limit， the following provisions shall be applied：

　　（1） Claims of known creditors shall be included in the liquidation； and

　　（2） Unknown creditors may lodge claims anytime before the distribution of the remaining assets of the enterprise is brought to an end； the failure

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