How do I close (deregister) a company in China?

A Chinese company does not end when it stops trading, when the staff leave or when the office lease runs out. It ends on the day the registration authority cancels its registration, and until then its filing obligations continue. A foreign-invested company follows the same rules as a domestic one here: the Foreign Investment Law, in force since 1 January 2020, places its organisation under the Company Law.

The sequence below is taken from the Company Law as revised with effect from 1 July 2024, and from the Enterprise Deregistration Guideline issued by six central agencies on 12 December 2025. The guideline is administrative guidance, and local registries, tax bureaus and banks apply it with their own document lists.

The ordinary route, in order

Step	What happens	What the rules say about timing
1. Decision to dissolve	The shareholders resolve to dissolve the company, or another ground for dissolution arises, such as the business term expiring or the licence being revoked.	The clock for the next step starts when the ground for dissolution arises.
2. Liquidation group	The directors are the liquidation obligors. The group is made up of the directors unless the articles or a shareholder resolution name someone else. Its details are published on the National Enterprise Credit Information Publicity System.	Formed within 15 days of the ground for dissolution. Group details published within 10 days of formation.
3. Creditors	Known creditors are notified directly. A creditor announcement is made in a newspaper or on the publicity system, where publication is free.	Notice within 10 days and announcement within 60 days of the group being formed. Creditors declare claims within 30 days of notice, or 45 days of the announcement.
4. Liquidation	Assets are collected and a liquidation plan is confirmed by the shareholders. Payment runs in a fixed order: liquidation costs, wages, social insurance and statutory compensation, taxes owed, then ordinary debts. Only what is left goes to the shareholders. The company may not carry on business unrelated to the liquidation.	If assets cannot cover the debts, the group must apply to the court for bankruptcy liquidation instead.
5. Tax clearance	The company declares and pays enterprise income tax on its liquidation income, then applies to the tax bureau to deregister. Where matters are unfinished, the bureau issues a notice listing them, and they must be completed before clearance is given. A company in abnormal tax status has to lift that status and file the missing returns first.	The guideline states no period for clearing unfinished matters. Tax service guides publish a handling limit for a complete application only. See the next section.
6. Registry deregistration	The group files the application, the dissolution resolution, the confirmed liquidation report and the tax clearance with the registration authority. Where the registry already receives clearance data from the tax bureau, no paper certificate is needed. Branches must be deregistered first, and shareholdings in other companies transferred or closed.	Application within 30 days of the liquidation ending. The company ceases to exist when the registry cancels the registration.
7. The remaining accounts	Social insurance registration, the customs declarant filing where the company has one, and the bank settlement accounts are closed. The registry passes the deregistration to the public security authority, which cancels the record of the company seal.	Social insurance: application within 30 days of registry deregistration, after arrears are settled. Customs formalities must be finished before registry deregistration.

The 2025 guideline also describes a single online “one matter” channel on government service platforms, covering tax, registry, customs, social insurance and seal deregistration, and a booking to close the bank settlement account. Whether your city offers it in full, and whether it accepts a foreign shareholder’s signatures online, is a local question.

Why tax clearance sets the timetable

The six-agency guideline states no period for clearing a company’s unfinished tax matters. It sorts companies into groups instead. A company that never handled tax matters can be given its clearance document on the spot, against its business licence, if the system shows no risk items. A company that handled tax matters but never drew invoices, owes no tax, surcharge or penalty and has nothing unfinished can also be cleared on the spot.

For a company that has issued invoices, the State Taxation Administration’s 2018 notice, which the guideline restates, allows on-the-spot clearance against a written undertaking to supply missing documents. It is available only to a company that meets three conditions and also falls in a defined group. The conditions are that it is not under tax inspection, has no unpaid tax, late-payment surcharge or penalty, and has surrendered its special VAT invoices and tax-control equipment. The groups include taxpayers with an A or B tax credit rating, and an M-rated company whose controlling parent is rated A. The 2025 guideline uses the rating’s newer name, the tax and contribution payment credit rating. A company that meets the three conditions but falls in none of the groups does not qualify.

A company that does not qualify for on-the-spot clearance receives a notice listing its unfinished matters, and may apply for tax deregistration only after completing them. Tax service guides do publish a handling limit for the application itself. Shanghai’s government service item for a company’s tax clearance application, published by the Jing’an District Tax Bureau and usable city-wide, states a statutory limit of 20 working days, for an application that is complete and meets the conditions. The Shanghai tax bureau’s own guide, dated 10 June 2022, states 10 working days for a general VAT taxpayer and 5 for small-scale and other taxpayers. It adds that the clock stops where the review finds suspected evasion or false invoicing, or where a tax adjustment is needed. Check the guide of your own bureau.

None of these limits covers the work of closing the unfinished matters first, so they do not tell you how long the exit takes. That depends on the bureau and on the state of the company’s own records, which is why we give no figure. The practical point is that the quality of past bookkeeping decides the timetable of the exit, and it is cheaper to find the gaps before the application than during it.

Two extra items for a foreign-invested company

• Foreign exchange registration. Since 1 June 2015 banks, not the State Administration of Foreign Exchange, handle foreign exchange registration for direct investment. Under SAFE’s Capital Account Guideline (2024 edition), the company deregisters its basic information registration at a bank, in principle after the creditor announcement period ends and before the business licence is cancelled. The guideline lists the liquidation announcement, proof of tax deregistration and, where there are liquidation proceeds, a liquidation audit report from an accounting firm among the documents. The bank then remits the foreign shareholder’s liquidation proceeds against that registration. The guideline also tells banks to apply their own know-your-customer rules, so ask your bank for its list before the liquidation starts.
• Foreign investment reporting. No separate filing with the commerce authority is needed. Under the Measures for Reporting Foreign Investment Information, in force since 1 January 2020, completing registry deregistration is treated as the deregistration report.

The simplified route, and who qualifies

The Company Law allows a company that incurred no debts, or has paid all of them, to deregister through a simplified procedure. All shareholders sign an undertaking that this is true. The company publishes a notice on the publicity system for at least 20 days. If nobody objects, it may apply to the registry within 20 days after the notice period ends. The 2025 guideline lets the registry extend that window by up to 30 days, so the latest date is 50 days after the notice period ends.

Question	Answer
Who can use it	A company with no creditor or debtor relationships outstanding, and with liquidation costs, wages, social insurance, statutory compensation and taxes all settled.
Who cannot	Among others: a company whose licence has been revoked or which has been ordered to close; one on the abnormal operations list or the serious violations list; one whose equity is frozen or pledged, or which is subject to a chattel mortgage; one still holding investments, land use rights or property; one that has not filed its liquidation income tax return or has unpaid customs duties; one under investigation or in litigation or arbitration; one with a fine or other administrative penalty not yet fully enforced; one needing approval before deregistration.
What the tax bureau does	It receives the notice through data sharing and checks its own system. It raises no objection where the company never handled tax matters; or handled them but never drew invoices, owes no tax, surcharge or penalty and has nothing unfinished; or has already surrendered its invoices and completed tax clearance. The guideline lists a fourth item alongside these: no social insurance contributions, late-payment surcharges or penalties owed. The bureau checks social insurance records as well as tax records.
What the undertaking costs if it is wrong	Shareholders whose undertaking is untrue are jointly and severally liable for the company’s debts from before deregistration.

Why walking away costs more than closing

Abandoning the company does not close it. It moves the company through a series of public statuses while the obligations of the people behind it stay in place.

• A company that misses the annual report window of 1 January to 30 June is placed on the abnormal operations list, which is public, and faces an administrative penalty.
• A company that fails to start business within six months of being set up without good reason, or stops business on its own for six consecutive months or more, may have its licence revoked by the registry. A suspension of business filed under the registration rules is the exception.
• Revocation is a ground for dissolution, not an ending. The directors still have to form a liquidation group within 15 days, and a liquidation obligor who fails to act in time is liable for the loss this causes the company or its creditors. An interested party can ask the court to appoint the liquidation group instead.
• A person who was legal representative of a company whose licence was revoked for a violation, and who bears personal responsibility for it, may not serve as a director, supervisor or senior manager of any company for three years from the revocation.
• The legal representative of an enterprise on the serious violations list may not serve as legal representative of another enterprise for three years.
• Where a revoked company has still not applied to deregister after three years, the registry may deregister it after a public notice of at least 60 days. The Company Law states that the liability of the former shareholders and liquidation obligors is not affected.

The 2025 guideline adds a warning about the opposite shortcut. Where a company is deregistered without a real liquidation and can no longer be liquidated, creditors can claim against the shareholders for the company’s debts. A registry can also cancel a deregistration obtained with false documents and place the entity on the serious violations list.

Before deciding to close

Closing is one of three options, alongside keeping the company compliant at low activity and transferring the equity to a buyer. The Regulation on the Registration of Market Entities also allows a filed suspension of business for up to three years, but only where operating difficulty results from events such as a natural disaster, an accident or a public health emergency, and only if it is filed before the company stops. Which option suits depends on what the licence is worth, what the company still owes, and what it costs each year to keep.