商事登记中的歇业登记制度研究

Research on the System of Closing Business Registration in Commercial Registration

摘要: 我国现行法律法规对于企业的存在有一定符合其自身特征的要求，如需要经营的持续性，若企业长期未经营则会面临商誉受损和法律规制的困境。但在实践过程中，尤其是此次疫情的突然暴发，有许多企业都希望能够通过休眠来加以应对复杂的外部环境变化，保存实力，以待来日。市场监督管理总局考虑到现今市场经济的发展状况，积极响应企业的需求，发布了《中华人民共和国商事主体登记管理条例(草案)》，其中一项就是创设了歇业登记制度，允许休眠企业在保留商事主体资格的基础上暂停营业。这是在制度构建上寻求保护市场主体、焕发市场活力的举措，但是其中仍有许多值得斟酌讨论的部分。将域外制度与我国国情相结合，从歇业登记条件、歇业登记期限、企业的权利义务以及歇业状态终止四个方面出发，提出完善歇业登记制度的建议。

Abstract: Current laws and regulations in China have certain requirements for the existence of enterprises in line with their own characteristics, such as the need for continuity of operation; if the enterprise has not operated for a long time, it will face the dilemma of damage to goodwill and legal regulations. However, in practice, especially with the sudden outbreak of the epidemic, many companies hope to respond to complex changes in the external environment through dormancy and preserve their strength for the future. Taking into account the development of the current market economy, the State Administration of Market Supervision and Administration has actively responded to the needs of enterprises and issued the Regulations of the People’s Republic of China on the Registration and Administration of Commercial Subjects (Draft). Business shall be suspended based on the quali-fications of commercial entities. This is a measure that seeks to protect market players and rejuve-nate the market in terms of system construction, but there are still many parts that are worthy of consideration and discussion. Combining the extraterritorial system with national conditions in China, starting from the four aspects of closure of business registration conditions, closure of busi-ness registration period, the rights and obligations of enterprises, and the termination of closure of business, suggestions for improving the closure of business registration system are put forward.