I filed a corporate closure report, but why does the corporation still exist?

A corporate closure report is merely a procedure to organize the business registration for tax purposes, not a procedure to extinguish the corporation itself.

Therefore, just because you filed a closure report with the tax office, the corporate personality of the company does not automatically disappear.

Corporate-related procedures are largely divided into tax procedures and procedures under the Commercial Act.

A closure report is an administrative procedure for organizing the business registration with the tax office, which means reporting that business activities have been suspended.

On the other hand, to legally terminate the company itself, dissolution and liquidation procedures must be conducted separately.

Generally, to completely organize a corporation, a dissolution resolution must first be made at the shareholders' meeting, and that content must be registered through dissolution registration.

Then, the liquidation procedure is conducted to organize the company's receivables and debts, and once all organization is complete, the corporation finally extinguishes through liquidation completion registration.

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

Therefore, if only the closure report is filed, the corporation remains in existence on the registry.

In practice, there are many cases where business operations are suspended and only a closure report is filed without proceeding with dissolution registration, leaving the corporation continuously existing on the register.

However, if the corporation continues to exist after closure, tax reporting obligations or management obligations may become problematic for a certain period, and if there is no activity for a long time, it may be regarded as a dormant company under the Commercial Act, and a presumed dissolution procedure may proceed.

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

Since the nature of the two procedures is different, it is important not to confuse them.

Daeryun Law Firm provides legal advice on the entire corporate organization process, including dissolution registration, liquidation procedures, and tax and debt issues that may arise during the corporate organization process after a corporate closure report.

If you are in a situation where you want to organize a corporation, we recommend reviewing the current registration status and financial structure of the corporation together.