M&A / exit flagship · Severance economics · Profit remittance · Entity choice · Formation.
If a buyer will take the company, a share sale is usually faster than liquidation. If there is no buyer — or you must kill the licence — you liquidate: shareholder resolution, liquidation group, creditor notice, employees, tax/customs/SAFE/SI clearances, AMR deregistration, then bank accounts. Employees and tax clearance usually dominate calendar and cash. A missing chop or absent legal representative freezes the file. Dormancy is not deregistration. Remaining cash after a clean liquidation is not the same path as an operating dividend remittance. RO closure is a different file — see RO vs WFOE.
At a glance
| Question | Short answer |
|---|---|
| Default if no buyer? | Liquidation — do not “park” the licence. |
| Faster if buyer exists? | Share sale, if books and licences survive diligence. |
| What takes the time? | Staff settlement + tax clearance, not the AMR stamp alone. |
| Chop / legal-rep gone? | Hostage risk — fix before you file. |
| Is leftover cash a dividend? | No — residual after liquidation is a different bank story. |
Scope and legal framework
Company Law — dissolution and liquidation. Shareholders decide; a liquidation group is formed (commonly within about 15 days of the dissolution cause). Creditors are notified. Residual assets after debts belong to the shareholders.
Tax, customs, social insurance, SAFE. AMR will not finish while tax (including VAT and CIT), customs, social insurance and FX files are open. Local windows publish their own pack lists.
Labour / economic layoff. Closing the company is a statutory ground to terminate, but you still settle wages, leave and statutory severance. The N+ economics live on the deregistration-severance page.
Practical workflow
- Decide sale vs liquidation in writing. Confirm chops, legal-rep, books and leases.
- If liquidating: resolve, appoint the group, notify creditors / publish as required.
- Settle people — see the severance spoke before you promise HQ a date.
- Tax clearance (清税), customs, SI, SAFE as applicable.
- AMR deregistration, then banks and remaining cash.
Common mistakes
- Parking the company “until next year.” Tax, annual reports and legal-rep risk keep running.
- Starting AMR before tax and staff are actually closed.
- Letting the legal representative leave China with the chops.
Action checklist
- Sale vs liquidation memo signed.
- Chops and legal-rep in one room.
- Headcount and severance budget (sister page).
- Tax / customs / SI / SAFE owners named.
- Bank residual path written — not “we will use the 50k quota.”
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