Law

How to rectify the chaos such as "professional store closures"? The Implementation Measures for Company Registration Management have arrived

2025-02-10   

The day before, it was still operating normally, but the next day, the door was tightly closed; I just applied for a stored value card and went to see it again after a while, but the building is empty? In recent years, similar situations of "merchants accumulating wealth and running away" have occasionally occurred in the fields of beauty and hairdressing, sports and fitness. Moreover, some consumers have reported that in the process of safeguarding their rights, they have encountered "professional store closers" who come to operate top packages, which is very troublesome. The key point is that in the past, most of these consumers did not know how to continue to protect their rights after encountering "professional store closers", nor did they know if there were relevant laws and regulations to regulate these behaviors. What we are going to say next is that from today on, the "Implementation Measures for Company Registration Management" formulated and issued by the State Administration for Market Regulation has officially begun to be implemented. Clear regulations have been made regarding issues such as "professional store closures", "difficulty in company deregistration", and false registration that have received widespread public attention. How will the new regulations effectively rectify these irregularities? In the hot topics of consumer rights protection released by the China Consumers Association in the first half of 2024, professional store closures have become obstacles to prepaid consumer rights protection. Liu Junhai, a professor at Renmin University of China's Law School, explained that the so-called professional store closing person is an illegal business routine that serves as a "backer" for the shareholders of companies that already have huge debts to consumers or other creditors, and is responsible for helping clients avoid debts and damaging the rights and interests of consumers. Liu Junhai, a professor at Renmin University of China Law School, said that many professional closers transfer the shares held by the old shareholders by signing equity transfer agreements. This way, even if the company cannot pay off its debts externally, the creditors will sue the company's shareholders. For example, the shareholders do not pay enough money, but because the professional closers simply do not have solvency, it will be "useless" to find new shareholders and creditors. The shareholder who used to run the company, 'Golden Cicada Sheds Shell'. This behavior has caused strong dissatisfaction among a large number of consumers, seriously damaging the interests of creditors, and actually seriously undermining the credibility of the company registration authority. The Implementation Measures for Company Registration Management, which came into effect on February 10th, clearly stipulate that in cases of obvious abuse of the independent status of the company's legal person and limited liability of shareholders, malicious transfer of property, evasion of debts, and administrative penalties, relevant company registration or filing shall be restricted. Lawyer Yue Yishan from Beijing Yuecheng Law Firm stated that the new regulations effectively restrict the illegal activities of professional store closures. Lawyer Yue Yashan: Article 20 of the Measures does not mention professional closures, but the forms it involves are indeed a way for professional closures to evade debt, so this provision has a direct impact on them. Moreover, Article 26 of the Measures also involves provisions on false registration, and there are punishment measures for those directly responsible for false registration. They cannot apply for registration again within three years, and if they engage in false registration behavior, they can also be fined. These regulations can to some extent prevent professional store owners from avoiding their responsibilities by finding someone to act as their legal representative. In addition, the Measures also specify that in the event of the above situation, relevant departments may revoke the registration that has already been processed. Lawyer Yue Yashan pointed out that this gives the administrative authorities the corresponding power to restore the company's registration to its original state. Aren't you looking for someone to collect the debt? You can restore it in the future, and your responsibility as the original shareholder cannot escape. Liu Junhai stated that the implementation of the new regulations will help further purify the market environment and protect the legitimate rights and interests of consumers. Liu Junhai, professor of the Law School of Renmin University of China, said that after the promulgation of the Measures, the original routine of professional store closures harming consumers' rights and interests would not work. Old shareholders are daydreaming about avoiding debt, so the new regulations are conducive to enforcing strict company registration procedures, maintaining transaction security, and protecting the legitimate rights and interests of consumers. In addition to further standardizing the company registration procedures and regulating the chaos of professional closures, the recently released "Measures" also have many highlights, such as cracking the "difficulty of company deregistration" and addressing "zombie companies". The Measures have refined the specific circumstances of the three-year transition period and the five-year subscribed capital period, facilitating the adjustment of the capital contribution period by limited liability companies and the full payment of share capital by joint stock limited companies. Specifically, for limited liability companies registered and established before June 30, 2024, if their remaining subscribed capital period exceeds five years from July 1, 2027, they should adjust their remaining subscribed capital period to within five years before June 30, 2027. Xiao Yun, a first level inspector of the Registration Bureau of the State Administration for Market Regulation, said: Shareholders can contribute in currency, as well as in non monetary assets such as physical assets, intellectual property, land use rights, equity, and debt that can be valued in currency and transferred in accordance with the law. The Measures stipulate that zombie companies that cannot adjust their registered capital will be managed separately, and will no longer be counted and managed according to the registered companies. Xiao Yun, a first level inspector of the Registration Bureau of the State Administration for Market Regulation, stated that if a company is unable to adjust its registered capital due to revocation of its business license, order to close, cancellation, or other reasons, the company registration authority will manage it separately, further promoting the timely exit of zombie companies from the market and resolving the corporate governance deadlock. Specifically, the Measures stipulate that if a company is unable to handle cancellation registration due to the death, cancellation, or revocation of a shareholder, the legal successor of the shareholder's equity or all investors of the shareholder may handle cancellation registration on behalf of the company in accordance with the law. (New Society)

Edit:Rina Responsible editor:Lily

Source:CMG

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