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Q
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I have a corporation that I established with acquaintances a few years ago, and I recently decided to no longer operate the business. When I searched online, I found that to wind up a corporation I must proceed with dissolution registration and liquidation procedures, but I am not sure exactly what procedures are involved. What materials and procedures are required when proceeding with dissolution registration?
dissolution registration
Answer
Published:
Author : KangIl LEE
Dissolution registration is a registration procedure carried out when a company decides to no longer continue its business and to wind up the corporation.
Generally, when the shareholders voluntarily wind up the company, they pass a resolution of dissolution at the general meeting of shareholders and then apply for the dissolution registration and the liquidator registration together.
At this point, the company enters a state of dissolution, and thereafter it proceeds with liquidation procedures, such as settling claims and debts and distributing the remaining assets.
The documents and materials basically required when preparing for dissolution registration are the certificates of the registered seals and the registered seals of the shareholders and the liquidator, the corporate registered seal, the register of shareholders, a copy of the articles of incorporation, a certified copy of the corporate register, and the corporate seal certificate and seal card.
In addition, you must also prepare the minutes of the general meeting of shareholders, the liquidator's written acceptance of appointment, and the seal report form.
A liquidator can be appointed separately, but in practice the existing representative director often also serves as the liquidator.
However, the seal certificates or documents you must prepare may vary depending on who is designated as the liquidator and on how the shareholders are composed.
For example, depending on the requirements for a resolution of the general meeting of shareholders, seal certificates from shareholders holding at least a certain percentage may additionally be required.
In addition, the attached documents may vary depending on the grounds for dissolution.
This is because the supporting documents to be submitted differ depending on whether the dissolution is by a resolution of the general meeting of shareholders, by the expiration of the term of existence set out in the articles of incorporation, or by a court's dissolution order or judgment.
In practice, problems more often arise in the subsequent liquidation procedures than in the dissolution registration itself.
This is because legal liability or tax issues can arise in the course of settling debt relationships, filing taxes, and distributing the remaining assets.
Therefore, it is important not merely to carry out the registration but also to review the company's financial condition and its claims and debts together.
Dissolution registration is the starting point of winding up a company, and a series of procedures leading up to the registration of the completion of liquidation is required.
If the structure is not properly organized in the early stages, corrections to the registration or delays in the procedure can occur.
The corporate attorneys and tax accountants of Daeryun, Korea's ninth-largest law firm (based on 2025 National Tax Service value-added tax filings), provide comprehensive corporate legal advice covering not only dissolution registration and the overall liquidation procedure but also the tax and debt issues that may arise in the course of winding up a corporation.
If you are planning to wind up a corporation, you may wish to review the procedures and the liability structure in advance.

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