The short answer
Closing a China company means unwinding the entity in the order the law requires:
- The shareholders resolve to dissolve.
- A liquidation group is formed within 15 days and takes control of the company.
- Known creditors are notified within 10 days, and a public notice runs for 45 days on the national enterprise credit system.
- Tax clearance is obtained — all returns filed, tax paid, invoices surrendered.
- A liquidation report is produced and the deregistration is filed.
- The tail is closed: social insurance, bank account, foreign exchange registration, company seals.
Simplified deregistration skips the liquidation and audit for companies with no debts, and shortens the notice to 20 days. Everything else is the same, and the tax position is checked either way.
Two routes, and how to choose
| Simplified | General | |
|---|---|---|
| Who qualifies | No debts or claims, all shareholders commit, not on the abnormal list, no share freeze | Every company; the fallback when simplified is refused |
| Creditor notice | 20 days on the national credit system | 45 days, after notifying known creditors |
| Liquidation | None | Liquidation group, liquidation report, audit where required |
| Tax | Clearance certificate | Clearance certificate plus a review of the liquidation position |
| Typical time | 1–2 months | 2–6 months |
| Failure mode | A creditor objects and the application is withdrawn | Tax or audit findings delay the tax clearance |
The choice is not a preference. Simplified deregistration is a representation that there is nothing to liquidate, and if that representation is wrong the company has to start again on the general route with the clock reset.
The 45 days are the easy part
The creditor notice is mechanical: publish it, wait, keep the evidence. The work that decides the timeline sits on both sides of it — the tax clearance before the notice expires and the liquidation report after it.
Two details are routinely missed. The notice must also reach known creditors individually, not only through the public announcement, and the liquidation group has to be formed and documented before either step, because the notice period runs from the group’s establishment, not from the shareholder resolution.
Tax clearance is the bottleneck
The tax office is being asked to confirm that the company has no outstanding obligations. In practice it checks four things:
- Returns are complete. Every month or quarter since registration, including the periods when the company had no revenue. A dormant company with three years of missing zero returns is not a clean file.
- Invoices are reconciled. Unused invoices are surrendered, issued invoices are matched to declared revenue, and the invoice system is closed.
- Taxes are paid. Corporate income tax, VAT, stamp duty on contracts, individual income tax withheld from salaries, and any withholding on payments to overseas parties.
- The account is closed. Only then is the clearance certificate issued.
The most common delay is not a disputed amount but a missing period. A company that filed nothing for two years while it was inactive has to reconstruct the filings, which means reconstructing the accounts, which means an accountant and time.
Capital, debts and the 2024 Company Law
The Company Law in force since July 2024 changed the capital question in two ways that matter at exit.
First, subscribed capital must be paid in within five years of establishment, and companies set up before the change have a transition period to adjust their schedules — the current deadline is 30 June 2027. A company that never planned to fund its registered capital cannot simply close and forget it.
Second, liquidation is where the promise is tested. Creditors are paid from the company’s assets; if those assets are insufficient, subscribed but unpaid capital can be called in. Shareholders who assumed a large registered capital figure was a formality discover at deregistration that it is a contingent liability.
If assets exceed debts after all creditors are paid, the residual is distributed in proportion to shareholdings. For a foreign shareholder, that residual — not the original contribution — is what the bank remits abroad, on the strength of the deregistration notice, the liquidation report and the tax clearance.
What goes wrong
- The company is already abnormal. If it was listed for missed annual reports or an unverifiable address, that has to be repaired before deregistration, and the repair takes longer than the closure.
- Branches are still open. Branch offices have to be deregistered before the head office; a forgotten branch stops the main filing.
- Customs and import-export are unsettled. A company with an import-export licence needs its customs registration closed, and any bonded or duty-suspended goods accounted for.
- The legal representative has disappeared. Signature and identity verification are needed throughout; a representative who cannot be reached turns a two-month job into a six-month one.
- Social insurance arrears. Staff who left with unpaid contributions leave a liability that surfaces at the social-insurance closure, after the tax clearance.
After the company closes
The entity is gone, but the file is not. Keep the liquidation report, the tax clearance evidence and the bank records; tax and banks can ask for them years later when a former shareholder applies for a visa, opens an account, or registers a new company. There is no waiting period before a foreign shareholder registers a new entity, provided the closure was lawful and no personal restriction applies.
An advisor can map the tax position before the resolution is passed — which is the point where the cost is still avoidable. The deregistration service covers the filing and the tail, the tax registration guide explains the profile being closed, and the company setup page covers the structure being unwound. The subscribed but unpaid capital of the entity being closed is the exposure set out in the registered capital guide, and the annual compliance calendar lists the filings that have to be closed first. To have a file reviewed before filing, contact an advisor.