I. Strengthening the Responsibilities of Liquidation Obligors

II. Addition of Mandatory Deregistration System

III. Is 3 Years of Financial Records Mandatory for Enterprise Deregistration?

1. Statute of Limitations Under Tax Collection and Administration Law

• For underpaid taxes caused by tax authority errors: 3-year recovery period
• For underpaid taxes due to taxpayer calculation errors or mistakes: 3-year recovery period, extendable to 5 years under special circumstances
• For tax evasion, resistance, or fraud: Unlimited recovery period

2. Financial Audit Period for Tax Deregistration

3. Tax Settlement Obligations Prior to Deregistration

IV. 7 Categories of Enterprises Subject to Key Tax Audits Starting from 2026

1. Enterprises with Long-term "Losses"

• Characteristics: Continuous losses for 3 years but still operating
• Risk Points: Authenticity of costs and expenses; suspicion of concealed income

2. Enterprises with Abnormally Low Tax Burden Rates

• Characteristics: Industry tax burden rate more than 30% below the warning threshold
• Risk Points: Fraudulent input tax credits; underreported revenue

3. Enterprises with Sales but No Purchases, or Purchases but No Sales

• Characteristics: Only output invoices without input invoices, or only input without output
• Risk Points: Issuance of false invoices; fictitious transactions

4. Enterprises with Large Registered Capital but Long-term Non-contribution

• Characteristics: Subscribed capital of 5 million RMB or above, but actual contribution is zero or minimal
• Risk Points: Capital flight; capital insufficiency

5. Enterprises with Frequent Changes in Legal Representatives or Shareholders

• Characteristics: More than 2 changes within 1 year
• Risk Points: Debt evasion; regulatory circumvention

6. Enterprises Already Deregistered but with the Following Conditions:

• Large volume of invoices issued before deregistration (especially in the final 3 months)
• Abnormal inventory at deregistration (on books but physically non-existent)
• Unsettled accounts payable or other payables
• Large amounts of capital surplus or undistributed profits left unprocessed

7. "Cluster" Deregistration of Related Enterprises

• Characteristics: Multiple enterprises under the same controller deregistering simultaneously
• Risk Points: Asset transfer; tax obligation evasion

V. 7 Serious Consequences of Failing to Deregister Legally

Consequence 1: "Lifetime Ban" for Legal Representatives

• Blacklisted, prohibited from serving as executive in any enterprise for 3 years
• Personal credit damaged, affecting loans and travel

Consequence 2: Shareholders Assume Unlimited Joint and Several Liability

• Even after enterprise deregistration, shareholders remain jointly and severally liable for original enterprise taxes and debts
• Tax authorities may pursue collection indefinitely

Consequence 3: "Snowballing" Fines and Late Fees

• Late fees accrue at 0.05% per day (annualized 18.25%)
• Fines ranging from 0.5x to 5x the amount

Consequence 4: Frozen Bank Accounts

• Personal accounts of former shareholders of deregistered enterprises may be frozen

Consequence 5: Invoice Risk "Guilt by Association"

• Upstream and downstream enterprises subject to牵连稽查 (linked investigations)
• Already deducted input taxes may be required to be reversed

Consequence 6: Criminal Liability

• Tax evasion and false invoice issuance punishable by up to life imprisonment

Consequence 7: Social Insurance and Housing Fund Liability

• Unpaid employee social insurance may result in enforcement against shareholders' personal property

2026 Enterprise Deregistration Compliance Recommendations

I. 6-Month Pre-Deregistration Preparation Checklist

• Cease large-scale procurement (especially in the final quarter)
• Clean up outstanding receivables and payables (accounts receivable, accounts payable, other receivables, other payables)
• Dispose of inventory (through genuine sales or loss/write-off)
• Review invoices (avoid issuing at maximum amounts or abnormally)
• Profit planning (legally and compliantly reduce undistributed profits)
• Prepare documentation (contracts, logistics, and capital flow—"three flows in one")

II. Professional Recommendations:

• Conduct an annual "deregistration health check"
• Maintain financial compliance; avoid "deregistration with existing problems"
• Plan deregistration strategy 1 year in advance

• Do NOT deregister directly!
• Conduct self-inspection and self-correction first; voluntarily pay back taxes
• Seek professional assistance for compliance rectification