“Implementation Measures for the Compulsory Deregistration of Company Registration” takes effect on October 10, 2025
Due to various reasons, there are quite a number of “zombie companies” that have had their business licenses revoked, been ordered to close down, or been dissolved, but have not been deregistered. In order to solve these problems, the “Company Law” (Revised in 2023) includes a mandatory deregistration clause in Article 241, though the provisions are relatively principled. On September 5, 2025, the State Administration for Market Regulation issued the “Implementation Measures for the Compulsory Deregistration of Company Registration” (hereinafter referred to as the “Implementation Measures”), which sets forth specific provisions on the detailed operational requirements, procedures, and supporting documents for mandatory deregistration.
- Scope of Application
The Implementation Measures specify that compulsory deregistration applies to companies that have not applied to the registration authority for deregistration within three years from the date of having their business licenses revoked, being ordered to close down, or being cancelled. This provision is consistent with the “Company Law” (Revised in 2023).
- Compulsory Deregistration Process
The company registration authority shall issue a 90-days public notice through the National Enterprise Credit Information Publicity System. If no objection is received during the public notice period, a decision on compulsory deregistration shall be formulated within 10 working days and served in accordance with the law to the company’s registered domicile. However, if the company to be compulsorily deregistered has been included in the list of abnormal business operations because it cannot be contacted via its registered domicile or business premises, the notice shall be served through a 30-days public announcement. Generally speaking, if no objection is raised, the compulsory deregistration process will take a maximum of four and a half months.
- Handling of Objections During the Public Notice Period
If relevant authorities, creditors, or other interested parties have objections to the compulsory deregistration process, they may submit the grounds for objection and relevant materials to the company registration authority through the National Enterprise Credit Information Publicity System or in writing. The company registration authority shall conduct a formal review within 7 working days after receiving the application. After review, if the objection is determined to be valid, the compulsory deregistration process shall be terminated. It should be noted that the Implementation Measures do not specify a time limit for substantive review.
If the compulsory deregistration process is terminated, the company shall promptly conduct voluntary liquidation and apply for deregistration. Furthermore, if three years have passed since the termination of the compulsory deregistration process and the company still fails to conduct voluntary liquidation and apply for deregistration, the compulsory deregistration process will be reinitiated. Although the Implementation Measures do not specify whether the relevant parties may raise objections again, based on the design of the relevant provisions, it is understood that there should be no opportunity to raise a second objection.
- Legal Consequences of Completing the Compulsory Deregistration Process
First, the company’s title may be used by a newly registered company one year after the deregistration is completed. Second, compulsory deregistration does not affect the liabilities that the original company’s shareholders and liquidation obligors shall bear.
- Restoration of Registration
Within three years after the completion of the compulsory deregistration process, if there are statutory reasons, relevant authorities, creditors, and other interested parties may apply for the restoration of the company’s registration. These reasons include: the company is under investigation, subject to administrative compulsory measures, or has not yet fulfilled administrative penalties such as fines; the company is involved in proceedings such as litigation, administrative reconsideration, arbitration, mediation, or execution; the company is in the process of liquidation or bankruptcy; or there are other circumstances that necessitate the restoration of registration. In addition, for the protection of national interests and public interests, the company registration authority may restore the company’s registration ex officio.
After the company’s registration is restored, if its original title has been registered by a third party, the original title will not be restored—only the unified social credit code or registration number will be reinstated.
Similar to the termination of the process due to objections during the public notice period, if the company fails to apply for deregistration within three years after its registration is restored, the compulsory deregistration process will be reinitiated.