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

A company in China is closed by liquidating it and then deregistering it (注销). The directors form a liquidation group, creditors are notified and an announcement is made, staff, taxes and debts are settled, the tax bureau confirms clearance, and the registry cancels the registration. A simplified route exists for debt-free companies whose shareholders all sign an undertaking.

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 places its organisational form, governance structure and rules of operation under the Company Law (Article 31).^⁠[1]

The sequence below is taken from the Company Law as revised with effect from 1 July 2024,^⁠[2] and from the Enterprise Deregistration Guideline issued by six central agencies on 12 December 2025.^⁠[3] The guideline is administrative guidance, and local registries, tax bureaus and banks apply it with their own document lists.

What is the ordinary route to close a company?

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 (Company Law, Article 229).⁠[2]	The ground is published on the publicity system within 10 days (Article 229), and the clock for the next step starts when it arises.
2. Liquidation group	The directors are the liquidation obligors, and the group is made up of the directors unless the articles provide otherwise or a shareholder resolution chooses others (Article 232).⁠[2] Its details are published on the National Enterprise Credit Information Publicity System.⁠[3]	Formed within 15 days of the ground for dissolution. Group details published within 10 days of formation.
3. Creditors	Known creditors are notified directly, and an announcement is made in a newspaper or on the publicity system (Article 235).⁠[2]	Notice within 10 days and announcement within 60 days of the group being formed. Notified creditors declare claims within 30 days of notice; others within 45 days of the announcement.
4. Liquidation	Assets are collected and a liquidation plan is confirmed by the shareholders’ meeting or the court. 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 (Article 236).⁠[2]	If assets cannot cover the debts, the group must apply to the court for bankruptcy liquidation instead (Article 237).⁠[2]
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.⁠[3]	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 prepares a liquidation report, has it confirmed by the shareholders or the court, and applies to the registration authority to deregister (Company Law, Article 239).⁠[2] Branches must be deregistered first, and shareholdings in other companies transferred or closed.⁠[3]	Application within 30 days of the liquidation ending (Regulation on the Registration of Market Entities, Article 32). The company ceases to exist when the registry cancels the registration (Article 31).⁠[4]
7. The remaining accounts	Social insurance registration, the customs declarant filing where the company has one, and the bank settlement accounts are closed, and the company seal is cancelled.⁠[3]	Social insurance: within 30 days of registry deregistration, once 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.^⁠[3] Whether your city offers it in full, and whether it accepts a foreign shareholder’s signatures online, is a local question.

Why does tax clearance set the timetable?

Because it has no stated period and depends on the company’s own records. The six-agency guideline 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.^⁠[3]

For a company that has issued invoices, the State Taxation Administration’s 2018 notice 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.^⁠[5] A company that meets the three conditions but falls in none of the groups does not qualify.

A company that does not qualify 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 states a statutory limit of 20 working days for an application that is complete and meets the conditions;^⁠[6] 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, and stops the clock where the review finds suspected evasion or false invoicing, or where a tax adjustment is needed.^⁠[7] 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.

What happens to capital that was never paid in?

The commitment does not lapse. Where a company cannot pay debts that are due, the company, or a creditor whose claim is due, may require shareholders to pay their subscribed capital before its deadline (Company Law, Article 54).^⁠[2] A shareholder planning an exit around capital that is not yet due should read that article first.

A draft interpretation of the Company Law, published by the Supreme People’s Court for consultation on 30 September 2025, would treat every unpaid contribution in a liquidation, including one not yet due, as part of the assets to be liquidated, and would replace the Court’s five earlier Company Law interpretations (draft Articles 71 and 90).^⁠[8] It had not been issued in final form as of 22 September 2026. The simplified route below carries its own exposure for shareholders, set out in its table. How much of your registered capital is unpaid is therefore a question to answer before deciding to close.

What extra steps does a foreign-invested company take?

• Foreign exchange registration. Since 1 June 2015 banks, not the State Administration of Foreign Exchange, handle foreign exchange registration for direct investment.^⁠[9] The company deregisters its basic information registration at a bank, in principle after the liquidation announcement period ends and before the business licence is cancelled. The documents include the liquidation announcement (or, on the simplified route, a stamped printout of the company’s no-objection page on the publicity system), an undertaking that the debts are settled and no equity is frozen or pledged where the registry has not yet deregistered the company, proof of tax deregistration and, where there are liquidation proceeds, a liquidation audit report from an accounting firm. The bank then remits the foreign shareholder’s liquidation proceeds against that registration, applying its own know-your-customer rules, so ask your bank for its list before the liquidation starts.^⁠[10]
• Foreign investment reporting. No separate filing with the commerce authority is needed: completing registry deregistration is treated as the deregistration report, and the market regulator passes the information on (Measures for Foreign Investment Information Reporting, Article 13).^⁠[11]

Who can use the simplified route?

A company that incurred no debts, or has paid all of them, with the undertaking of every shareholder (Company Law, Article 240).^⁠[2] The company publishes a notice on the publicity system for 20 days (the Company Law says at least 20). If nobody objects, it may apply to the registry within 20 days after the notice period ends (Company Law, Article 240; Regulation on the Registration of Market Entities, Article 33).^⁠[2,4] 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.^⁠[3]

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 dishonesty 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. A fourth case is that no social insurance contributions, late-payment surcharges or penalties are owed.
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 does walking away cost more than closing?

Because 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 (Interim Regulation on Enterprise Information Publicity, Articles 8 and 18).^⁠[12] Two consecutive years missed, uncorrected, while the company cannot be reached at its registered address, and the licence is revoked.
• 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 (Company Law, Article 260).^⁠[2]
• 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 (Article 232). Where no group is formed in time, or one is formed and does not liquidate, an interested party can ask the court to appoint one; after a revocation, the authority that revoked the licence or the registry may also apply (Article 233).^⁠[2]
• 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 (Article 178).^⁠[2]
• A separate three-year bar, on being legal representative or person in charge of another enterprise, follows a place on the serious dishonesty list. A company goes on that list for serious concealment or falsification of published information, among other grounds, not for abandonment itself (Interim Regulation, Article 18).^⁠[12]
• 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, if no objection is raised; an objection ends the procedure (Company Law, Article 241; Order 784, Article 8).^⁠[13] The Company Law states that the liability of the former shareholders and liquidation obligors is not affected (Article 241).^⁠[2]

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, courts will support creditors’ claims against the shareholders of a limited liability company (for a joint stock company, its directors and controlling shareholder) and against the company’s actual controller. A deregistration obtained with false documents can be cancelled, which brings the company back into existence, with fines and confiscation possible, and the company goes on the serious dishonesty list where the listing rules’ conditions are met.^⁠[3]

What are the alternatives to closing?

Two, alongside closing: 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 suspends (Article 30).^⁠[4] Which option suits depends on what the licence is worth, what the company still owes, and what it costs each year to keep.

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