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Dissolution of your company in Japan

Dissolution of company in Japan

Assumed that you are managing a KK company in Japan. (In the case of Godo Kaisha, process is almost same). However your company is not going well. In that case you will dissolve your company. 

Until you dissolve and liquidate your company, your company needs to pay corporate resident tax and submit tax filing.
(There is a way to avoid such payment without dissolution of company, though)

Only you are a director and shareholder of the company. In that case you can determine dissolution of your company. However in order to complete the process, your company needs to complete some processes.

In order to complete dissolution process of your company, your company needs to file registration of dissolution of company and Appointment of liquidator and completion of liquidation process.

1) Registration of dissolution of company

2) Registration of appointment of liquidator (せいさんにん)

3) Registration of completion of liquidation process

 Assumed that you determine that you should stop operation of your company on 19th July 2021. In that case you will determine it and make meeting minutes of shareholders (かぶぬしそうかいぎじろく). 

This paper says “All shareholders have determined that this company should be dissolved on 19th July 2021”.

When a company is dissolved,  director loses his position. 

So shareholder needs to appoint liquidator. 

So you (shareholder) will appoint you as a liquidator and you will conduct your role as a liquidator.

Liquidator needs to inspect financial situation of your company and make balance sheet etc.

Then shareholder (you) approves it.

And your company needs to make public notice to its creditors. Your company needs to inform creditor that your company has been dissolved. In this way, the creditors can receive payment from the company. Otherwise, residual asset of the company may be paid to shareholders. If your company is borrowing money from a bank, the bank is included in creditors. 

Even if there is not creditor of your company, your company still needs to conduct pubic notice. 

In order to make public notice, your company use Official News Paper called Kanpo (官報).

Actually 99.99% of ordinary persons will not see content of Kanpo.

However it is stipulated by law. 
(It will cost several ten thousand yen)

And on public notice, it says “if there is a creditor who has right to claim payment, you can make claim within 2 months.”.

So your company needs to wait for 2 months to complete liquidation process.

After 2 months from commencement of public notice, you can convene general shareholders meeting. And you can report financial statement of your company. 

Your company will determine that “After 19th July 2021, this company received 100 yen from customers and paid 30 yen to landlord. As of now, amount of asset of this company is 70 yen. So 70 yen is paid to shareholder.”

In this way, your company can complete liquidation process.

So your company can file registration of completion of liquidation process after 2 month from date of dissolution of your company.

By filing registration of completion of liquidation process, your company can cease to exist.

When your company files registration of completion of liquidation process, you can submit meeting minutes of general meeting of shareholders. 

However you do not need to submit document indicating your company actually made public notice. 

So even if your company does not make public notice actually, it can complete liquidation process and file registration of completion of liquidation process.
(Actually many company complete dissolution and liquidation process without making public notice)

You can also see “Dissolution of a Corporation and Fiscal Year in Japan