深圳经济特区企业清算条例 Regulations of Shenzhen Special Economic Zone on Liquidation of Enterprises Chapter I G

颁布日期：19950726 　实施日期：19951001 　颁布单位：深圳市人大常委会

　　Article 1 In order to standardize the acts of liquidation of enterprises， protect lawful rights and interests of creditors， investors and other interested persons， and maintain the order of the market economy of Shenzhen Special Economic Zone （hereinafter referred to as “Special Zone”）， these regulations are hereby formulated.

　　Article 2 These regulations shall be applicable to any enterprise legal person who has been registered in the Special Zone or whose domicile is located in the Special Zone.

　　Article 3 The liquidation of enterprise shall abide by the principles of open and justice.

　　Article 4 Any enterprise shall be liquidated according to these regulations in anyone of the following circumstances：

　　（1） the operating period being expired or other circumstances for termination coming out according to the articles of association；

　　（2） investors deciding to be dissolved；

　　（3） being dissolved due to merge or split；

　　（4） being deregistered according to law or ordered to closedown； and

　　（5） failing to operate without reasonable ground for 6 months upon the date being established or suspending of business voluntarily after operation for more than 6 continuous months.

　　These regulations shall not be applicable in the case of bankruptcy liquidation.

　　Article 5 The Industrial and Commercial Administrative Authority of Shenzhen Municipal People‘s Government （hereinafter referred to as the “Liquidation Authority”） is the authority in charge of liquidation of enterprises， it shall perform the supervision and administration over the liquidation of enterprises.

　　Chapter II The Commencement of Liquidation

　　Article 6 The date of liquidation of enterprise shall be：

　　（1） the expiration date of business；

　　（2） the date that the investors making the decision on dissolution；

　　（3） the date of dissolution due to merge or dissolution；

　　（4） the date being deregistered or ordered to closedown； and

　　（5） the date that the Liquidation Authority announcing to liquidate.

　　Article 7 An enterprise shall make a written notice to the registration authority， tax authority， labor authority and deposit bank within 7 days from the date of commencement of the liquidation. In case there are state-owned assets involving in the liquidation， the enterprise shall make a written notice to the state-owned asset management authority.

　　Article 8 An enterprise shall file written materials relevant to the liquidation to the Liquidation Authority within 15 days from the date of commencement of the liquidation.

　　Article 9 An enterprise shall suspend any act irrelevant to the liquidation from the date of commencement of the liquidation.

　　Article 10 From the date of commencement of liquidation to the date of closing liquidation is the period of liquidation， which shall not exceed 180 days； in case such period need deferring due to special situation， such deferral shall be approved in advance by the Liquidation Authority. However the period of liquidation shall not exceed 360 days at the longest.

　　In case the liquidation is suspended during the process of liquidation due to litigation or other reasons， the period of suspension of liquidation may not be included in the period of liquidation.

　　Chapter III Liquidating Group

　　Article 11 A liquidating group， which shall be composed of no less than 3 members， shall be set up within 15 days from the date of commencement of liquidation.

　　Article 12 Any liquidation of enterprise due to termination as stipulated by Item （1）， （2） and （3） of Article 4 of these regulations shall be carried out by a liquidation group set up by the enterprise， while any liquidation due to the circumstances as stipulated by Item （4） and （5） of the same article s

hall be carried out by the Liquidation Authority.

　　In the case that any liquidation carried out by a liquidation group set up by an enterprise， such liquidation may also be carried out by the Liquidation Authority after application of the enterprise.

　　Article 13 Where an enterprise organizes a liquidation group， the group shall be organized by the directors or shareholders of a joint stock limited company or a limited company， or by other investors in the case of other enterprises. An enterprise may appoint members of a liquidation group among the Chinese certified public accountants， certified lawyers or other professionals who know well liquidation affairs. In the case of liquidation of an enterprise which has state-owned assets， the members of the liquidation group shall include some representatives of the state-owned assets administrative authority.

　　The list of members of a liquidation group， which organized by the enterprise， shall be submitted to the Liquidation Authority for recording after being determined.

　　Article 14 Where the Liquidation Authority organizes a liquidation group， the group shall be composed of investors， relevant authorities， Chinese certified public accountants， certified lawyers or other professionals who know well liquidation affairs.

　　A liquidation group， which organized by the Liquidation Authority， shall be responsible for and make working report to the Authority.

　　Article 15 An enterprise or the Liquidation Authority may replace the members of the liquidation group in one of the following circumstances when those members：

　　（1） commit illegal acts during the liquidation；

　　（2） are demanded to be replaced by creditors and investors with warrant； and

　　（3） shall be replaced due to other legal reasons.

　　Article 16 A liquidation group represents a liquidated enterprise during the period of liquidation.

　　Article 17 The powers of a liquidation group include：

　　（1） informing the known creditors in written and informing the unknown ones by a bulletin；

　　（2） liquidating assets， credit and debt of an enterprise， making balance sheet and assets lists；

　　（3） disposing an enterprise and liquidating relevant incomplete business；

　　（4） taking back credit of an enterprise and replevying unsubscribed due capital；

　　（5） paying wages and social insurance fees for the employees， paying due tax；

　　（6） paying off debts of an enterprise；

　　（7） disposing residual assets of an enterprise after paying off debts；

　　（8） acting on behalf of an enterprise to intervene action and arbitration； and

　　（9） handling other liquidation matters.

　　Any acts of a liquidation group relevant to exert its powers， the consent of over half of all the members of the liquidation group shall be secured.

　　Article 18 Any member of a liquidating group shall devote to its duty so as to performance liquidating obligation according to the law.

　　Any member of a liquidating group shall not take bribes or gain other illegal incomes， embezzle or devour assets of a liquidated enterprise.

　　Article 19 Reward for members of a liquidation group， which set up by an enterprise， shall be decided by the investors； while it shall be decided by the Liquidation Authority who set up the liquidation group.

　　Chapter IV Declaration and Examination of Creditor‘s Rights

　　Article 20 Upon its establishment， a liquidation group shall inform the known creditors in writing within 10 days and publish an announcement for at lest 3 times within 60 days. The creditors， who have received notices， shall declare their creditor‘s rights with the liquidation group within 30 days upon the date receiving the notices， while the other creditors shall declare their creditor’s rights within 90 days upon the date the announcement being published for the first time.

>　　Where the Liquidation Authority organizes the liquidation， in case the assets or the amount of debts are less than RMB 500，000 and the debts are clearly specified and the facts are clear， the creditors shall declare their creditor‘s rights with the liquidation group within 15 days upon receiving the written notices； other creditors shall declare their creditor’s rights within 30 days upon the date the announcement being published for the first time.

　　In case any creditors fail to declare their creditor‘s rights within the time limit specified in the announcement and fail to bring a litigation within time limit specified by law， such cases shall be regarded as automatically giving up the aforesaid rights. Except otherwise the overdue declaration is not attributed to the liability of the creditors and they handle the declaration before the assets of liquidation being distributed.

　　Article 21 The contents of a written notice and an announcement of liquidation shall include the name and address of the enterprise， the reasons for liquidation， the commencement date of liquidation， the time limit for declaration of creditor‘s rights， the composition of the liquidation group， the address for communication and other essential matters.

　　Article 22 A creditor shall specify the character and amount of the creditor‘s rights and the time they incurred and provide relevant evidence at the time of declaration of creditor’s rights.

　　The guarantor， after subrogating the debts of the enterprise， shall have the right to declare creditor‘s rights. The amount of the creditor’s rights shall be the amount of subrogation of compensation.

　　Where a liquidation group decides to cancel an unperformed contract of a liquidated enterprise， in which results

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