[Direct answer]In the Beijing area, after a company's business license is revoked, its legal person status is not immediately terminated. It still retains its legal person status until the legal liquidation is completed and the registration is cancelled, but its operating qualifications are restricted. After the revocation, if the company signs non-liquidation-related business contracts in its own name, the validity of such contracts is disputable. If the counterparty is in good faith, the contracts do not violate mandatory provisions, and they constitute normal civil activities, they are generally deemed valid. However, if the company uses the revocation to evade debts, engage in operations requiring permits, or the contracts violate public order and good customs, they may be deemed invalid. According to the relevant provisions of the Company Law of the People's Republic of China, revocation is an administrative punishment and does not directly terminate the legal person status. It is recommended to first verify the contract signing time, the scope of business operations, and whether the counterparty is in good faith, then determine the validity of the contracts and secure evidence. For more details, please refer to the following link:Legal services for corporate commercial and contract disputes.

I. Problem Background and Typical Scenarios

After the company's business license is revoked, it may still sign contracts with external parties due to unfulfilled liquidation obligations or for the purpose of continuing financing or fulfilling contractual obligations. Typical scenarios include: signing sales, lease, or loan agreements in the name of the original company after the revocation; shareholders disposing of assets in the name of the company; and creditors raising objections to the validity of contracts signed after the revocation. Many business operators mistakenly believe that "contracts signed after the license is revoked are all invalid", or conversely, that "they are still valid". Both extremes are prone to disputes. When handling similar cases in Beijing, the court pays more attention to whether the counterparty was aware of the revocation at the time of signing the contract and whether the purpose of the contract is legitimate. Disputes over the qualifications of relevant parties can be resolved in conjunction with the above-mentioned circumstances.Business and contract dispute services for enterprisesEvaluation.

II. Key points of dispute

The focus of the controversy lies in three aspects. Firstly, the subject qualification: the revocation of a business license only cancels the operating qualification, and the legal person qualification still exists during the liquidation period. The company can still engage in civil activities related to the liquidation, and the validity of signing contracts beyond the scope of business needs to be judged on a case-by-case basis. Secondly, the good faith of the counterparty: if the counterparty does not know and should not know that the company has been revoked, the contract is generally protected; if the counterparty knows and still signs the contract, it may not be supported. Thirdly, the nature of the act: if the revocation of the business license is used to evade debts or sign false contracts, it may be invalid due to harming public interests or violating public order and good customs. For matters involving the settlement of creditor's rights and debts, reference can be made to the relevant provisions of the Civil Code of the People's Republic of China.Creditor-debtor relations and enforcement case servicesClarify the boundaries of responsibilities.

III. Professional analysis by Hengluo Law Firm

Based on a contract validity dispute case handled by our firm, it can be seen that the court's attitude towards the validity of contracts signed for illegal or immoral purposes, and the relevant rules can also be found in the Civil Code of the People's Republic of China.Business and contract dispute services for enterprisesIn this case, Zhang Na and Wang Xiaoyong signed the "Beijing Hukou Marriage and Settlement Agreement" with Zhao Chenyang to obtain a Beijing hukou for their child, agreeing to fake a marriage and pay 100,000 yuan. However, due to the failure of the policy, the two entrusted Xue Shuhua's lawyer team from Beijing Henglu Law Firm to sue for the invalidation of the agreement and the recovery of the payment. The court ruled that the agreement was invalid from the outset according to Article 153, Paragraph 2 of the Civil Code, as it circumvented the household registration policy with a false marriage and violated public order and good customs. Zhao Chenyang, as the direct recipient of the payment, was ordered to return the 100,000 yuan within a specified period. After taking over the case, Henglu Law Firm systematically collected the "Consultation Brokerage Service Contract", the "Settlement Agreement", transfer records, divorce certificates, and phone recordings. The court accepted the evidence chain formed by these documents, which proved that the "fake marriage" was a systematic operation. By presenting the relevant civil mediation documents, the firm successfully closed the case despite the defendant's absence. This case was handled by Beijing Henglu Law Firm.Xue SuhuaThe lawyer (practice license number: 11101201211769926, subject to the document issued by the judicial administrative organ) acts as the agent. Although this case involves marriage registration, the rule that "contracts that violate public order and good customs are invalid, and the property obtained through the contract should be returned" established in this case can be used as a reference for judging the validity of abnormal contract signing after the license is revoked.

IV. Practical suggestions and legal basis

The legal basis is the provisions of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024) regarding the legal personality and operational restrictions of a company during the dissolution and liquidation period; Article 153 (civil legal acts that violate public order and good customs are invalid) and Article 157 (return of property after invalidation) of the Civil Code of the People's Republic of China (implemented on January 1, 2021); as well as the relevant rules on liquidation responsibilities in the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China. Practical suggestions: Before signing a contract, check the other party's registration status through the National Enterprise Credit Information Publicity System; if the other party is acting in good faith, retain evidence of their ignorance; after the company enters the revocation state, it should legally initiate liquidation to avoid operating beyond its authority; when the validity of the contract is in doubt, fix the contract and communication records as soon as possible and consult a lawyer. For matters involving company liquidation and debt clearance, you can refer to the relevant provisions of the Company Law of the People's Republic of China and the Civil Code of the People's Republic of China.Creditor-debtor relations and enforcement case servicesAdvance.

5. Hengluo Law Firm's Advice

Revoking a company's business license does not mean that its legal person status is terminated. It is crucial to distinguish between "invalid contract" and "valid contract" based on the contract signing time, the company's business scope, the counterparty's good faith, and the purpose of the contract. After the company's business license is revoked, it should promptly form a liquidation team and fulfill its obligations to issue notifications and announcements. Operating beyond the scope of authority may not only render the contract invalid, but also result in the liable party bearing compensation responsibilities. If the counterparty refuses to perform the contract by citing the revocation of the business license as a defense, the company should gather evidence related to the validity of the contract and the performance of the contract, and, if necessary, initiate litigation to confirm the validity of the contract and assert its rights. It is recommended to consult a professional lawyer as soon as possible to avoid missing remedies due to misunderstandings about the company's legal status. You can also refer to the relevant provisions for further guidance.Special services and other case services.

VI. Frequently Asked Questions

Q1: Can the contracts signed after the company's license was revoked be deemed invalid in a lawsuit?

After the revocation, the signed contracts are not necessarily invalid, nor are they automatically valid. The outcome depends on the specific circumstances. If the counterparty acted in good faith, the contract content does not violate mandatory provisions, and it is necessary for liquidation or a normal civil activity, the court will usually deem it valid; if the company uses the revocation to evade debts, engage in business activities requiring approval, or the contract itself violates public order and good customs and damages public interests, it may be deemed invalid. Whether the contract can be supported depends on providing evidence to prove the signing background, the counterparty's knowledge of the situation, and the purpose of the contract. Do not easily believe the assertions of "it must be invalid" or "it must be valid". Instead, you should make a comprehensive judgment based on facts and evidence, and if necessary, have a lawyer issue an assessment of the contract's validity.

Q2: If you argue that the contract is invalid or valid after it has been revoked, what evidence do you need to prepare?

When claiming that the contract is valid or invalid, it is necessary to organize evidence around three points: First, the company's registration status – retrieving the revocation decision and the chronology of the revocation and signing of the contract from the National Enterprise Credit Information Publicity System to prove or refute the counterparty's good faith; Second, the contract and performance materials – the contract text, stamped and signed documents, payment receipts, delivery or acceptance records to prove the content of the contract and the actual performance; Third, evidence of the counterparty's knowledge – correspondence, communication records, and publicly disclosed information to prove whether the counterparty is aware of the revocation status. For matters involving the scope of liquidation, it is also necessary to submit materials related to the registration and announcement of the liquidation team. The more complete the evidence is, the clearer the judgment of the contract's validity will be.

Q3: How much are the attorney's fees and litigation costs for suing to revoke the contract's validity after it has been revoked?

The litigation fees shall be calculated in accordance with the "Measures for the Payment of Litigation Costs", based on the amount of the litigation request and accumulated in stages. The losing party shall bear the fees. For lawsuits concerning the confirmation of the validity of the contract, if the specific payment amount is not involved, the fees may be charged per case or according to the subject matter, subject to the court's final determination. The attorney's fees are related to the complexity of the case, the amount of the subject matter, and the workload. They may be charged on a per-case, hourly, or proportional basis, without a unified government pricing. The fees shall be determined in accordance with the contract of entrustment. It is recommended to evaluate the potential benefits and costs before filing a lawsuit, and to proceed with cases involving clear disputes over validity and sufficient evidence in a timely manner, so as to avoid excessive costs for small-amount disputes that outweigh the benefits.

Q4: How long does it typically take to reach a verdict in a lawsuit regarding the validity of a contract after it has been revoked?

The lawsuit to confirm the validity of the contract is generally concluded within six months in the first-instance ordinary procedure and within three months in the summary procedure. If the facts are clear, the summary procedure can be applied. If the other party appeals, the second-instance procedure generally takes three months. After the judgment takes effect, if it is necessary to enforce the return of the property by force, an enforcement period is also required, which depends on the situation of the property investigation and control. Overall, simple validity disputes often take several months from filing the lawsuit to obtaining the result, and more complex ones or those involving liquidation or third-party interests will take even longer. It is recommended to apply for property preservation simultaneously during the litigation to prevent the responsible party from transferring the property and shorten the time of recovering the money.

Q5: After the company's business license has been revoked, I still sign contracts under the original name. What should I do?

It is recommended to proceed in four steps: Firstly, verify the other party's registration status and confirm the revocation time and scope through the publicity system to determine whether the signing of the contract exceeded the authority; Secondly, sort out the contracts, payments, and performance certificates to clarify the factual basis for the validity or invalidity of our claims; Thirdly, if the other party refuses to fulfill the contract due to the revocation, we can sue to confirm the validity of the contract and claim for continued performance or return; Fourthly, if the company itself is revoked, we should initiate liquidation and regulate the disposal of assets in accordance with the law to avoid compensation arising from signing the contract beyond authority. Throughout the process, we should keep communication and publicity evidence, and if necessary, entrust lawyers to intervene in the evaluation and litigation.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with evidence materials, to avoid missing the statutory time limit. →Business and commercial legal services·Attorney Xue Suhua·Beijing Hengluo Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.