Article 7 A company shall set up a liquidation group to start the voluntary liquidation pursuant to Article 184 of the Company Law within 15 days upon the occurrence of causes for dissolution.
Where any creditors apply to the people's court for designation of a liquidation group for the liquidation under any of the following circumstances, the people's court shall accept the application:
(1) The company has dissolved itself but has not set up a liquidation group for liquidation within the prescribed time limit;
(2) The company has set up a liquidation group but delayed the liquidation intentionally;
(3) The illegal liquidation may seriously damage the interests of creditors or shareholders.
Where creditors have not applied for liquidation while shareholders of the company apply to the people's court to designate a liquidation group for liquidation of the company under the circumstance provided in Item 2 of this Article, the people's court shall accept the application.
Article 8 Where the people's court accepts a company liquidation case, it shall designate relevant persons to set up a liquidation group in a timely manner.
Members of the liquidation group may come from the following persons or organizations:
(1) Shareholders, directors, supervisors and senior managers of the company;
(2) Law firms, accounting firms, bankruptcy and liquidation firms and other social intermediary organizations established according to law; and
(3) Persons who have relevant professional knowledge and practice qualifications and work in law firms, accounting firms, bankruptcy and liquidation firms and other social intermediary organizations established according to law.
Article 9 Where any members of a liquidation group designated by the people's court are under any of the following circumstances, the people's court may replace these members upon the application of any creditors and shareholders, or upon the authority:
(1) Having any act in violation of laws or administrative regulations;
(2) Losing the practice ability or the capacity for civil conduct;
(3) Having any act seriously damaging the interests of the company or creditors.
Article 10 Any civil lawsuit involving a company shall be proceeded in the name of the company before the liquidation of the company and the cancellation of registration thereof are finished.
Where the company has set up a liquidation group, the head of the liquidation group shall participate in litigation for the company; where no liquidation group has been set up, the original legal representative shall participate in litigation for the company.
Article 11 When a company is under liquidation, the liquidation group shall notify all known creditors about the dissolution and liquidation of the company in written form pursuant to Article 186 of the Company Law, and make announcement on national papers or provincial newspapers that have influences in the place where the company is registered based on the scale and business territory of the company.
Where the liquidation group fails to perform its obligations of notification and announcement provided in the previous paragraph, and hence causes any creditors unable to make timely declaration and acquire compensation, if the creditors claim that the members of the liquidation group shall assume the liability of compensation for the losses resulted therefrom, the people's court shall support the claim according to law.
Article 12 Where any creditors hold dissent on the creditors' rights verified by the liquidation group in the course of the company liquidation, they may require the liquidation group to make a re-verification. Where the liquidation group refuses the re-verification or the creditors still hold dissent on the creditors' rights re-verified, and the creditors file a lawsuit requesting for confirmation with the people's court against the company, the people's court shall accept the lawsuit.
Article 13 Where a creditor fails to declare the creditor's rights within the prescribed time limit but makes up the declaration before the company liquidation procedure is concluded, the liquidation group shall make registration.
The conclusion of the company liquidation procedure means the liquidation report has been confirmed by the meeting of shareholders, the general meeting of shareholders or the people's court.
Article 14 Where creditors make up declarations of creditors' rights, they may get compensation from the undistributed properties of the company. Where the undistributed properties of the company are not enough for compensation in full amount and the creditors claim that the shareholders shall make compensation by their properties obtained from the residual properties, the people's court shall support the claim, unless the creditors fail to declare the creditors' rights within the prescribed time limit due to major faults.
Where any creditors or the liquidation group apply to the people's court for bankruptcy liquidation on the ground that the undistributed properties of the company and properties obtained by shareholders from the residual properties cannot pay off the creditors' rights of declarations made up in full amount, the people's court shall not accept the application.
Article 15 Where a company has a voluntary liquidation, the liquidation scheme shall be reported to the meeting of shareholders or the general meeting of shareholders for resolution and confirmation; where the liquidation is organized by the people's court, the liquidation scheme shall be reported to the people's court for confirmation. The liquidation group shall not implement unconfirmed liquidation schemes.