I filed a report of corporate business closure, so why does the corporation still remain?

A report of corporate business closure is merely a procedure for winding up the business registration for tax purposes, not a procedure that extinguishes the corporation itself.

Therefore, filing a closure report with the tax office does not automatically eliminate the company's legal personality.

Procedures related to a corporation are broadly divided into tax procedures and procedures under the Commercial Act.

A closure report is an administrative procedure for winding up the business registration with the tax office, and it has the meaning of reporting that business activities have been suspended.

On the other hand, to legally terminate the company itself, you must separately carry out dissolution and liquidation procedures .

In general, to completely wind up a corporation, you must first pass a resolution of dissolution at the general meeting of shareholders and proceed with a dissolution registration that registers this.

Thereafter, you go through a liquidation procedure that settles the company's claims and debts, and once all winding up is complete, the corporation is finally extinguished through a registration of completion of liquidation.

Only when this registration of completion of liquidation is completed does the legal personality finally disappear.

Therefore, if only the closure report has been filed, the corporation still remains in a state of existing on the register.

In practice, there are many cases where, upon suspending operations, only a closure report is filed without proceeding with a dissolution registration, so the corporation continues to exist on the register.

However, where the corporation continues to exist after closure, tax filing obligations or management obligations may be at issue for a certain period, and if there is no activity for a long time, it may be deemed a dormant company under the Commercial Act, and a deemed-dissolution procedure may proceed.

Ultimately, a report of corporate business closure is a tax procedure for winding up business activities, and separate dissolution and liquidation procedures are necessary to completely eliminate the corporation.

Because the two procedures are different in nature, it is important not to confuse them.

Daeryun Law LLC provides legal advice on corporate winding up as a whole, including the dissolution registration after a report of corporate business closure, the liquidation procedure, and the tax and debt issues that may arise in the process of winding up the corporation.

If you are in a situation of winding up a corporation, we recommend reviewing the corporation's current registration status and financial structure together.