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Upon dissolution of a company, except in cases of dissolution by a merger, division, merger after division, or bankruptcy, directors shall become liquidators. This shall not be applied if otherwise provided for in the articles of incorporation or if other persons have been appointed at a general meeting of shareholders.
Reports of Liquidators
A liquidator must report the grounds for and date of dissolution and the name, resident registration number and address of the liquidator to the court within two weeks of the date of appointment.
Investigation and Report of Company Assets
After a liquidator has assumed office, that person must, without delay, investigate the status of the company’s assets, prepare an inventory list and a balance sheet, and submit them to a general meeting of shareholders for approval.
Preparation and Submission of Balance Sheets, etc.
A liquidator must prepare a balance sheet, supplementary schedules, and a business report four weeks prior to the date set for an ordinary general meeting of shareholders, and submit them to an auditor.
Submission of Audit Reports from Auditors
An auditor will submit an audit report on the balance sheet, supplementary schedules, and a business report to a liquidator one week prior to the date set for an ordinary general meeting of shareholders.
Peremptory Notice to Creditors and Repayments
Liquidators must give peremptory notices to company creditors, by means of public notice, at least two times within two months after taking office, to the effect that creditors may present their claims within a fixed date and that any creditor failing to do so will be excluded from the liquidation. In addition, liquidators must give peremptory notices demanding presentation of claims individually to each creditor known to the company in question, and such creditors must not be excluded from the liquidation, even if they have failed to present their claims.
Distribution of Surplus Assets
Surplus assets are to be distributed to shareholders in proportion to the number of shares held by each shareholder.
Completion of Liquidation
When liquidation-related affairs have been completed, a liquidator shall, without delay, prepare a statement of the settlement of accounts and submit it to a general meeting of shareholders for approval.
Registration of the Completion of Liquidation
After the completion of liquidation, liquidators shall register the completion of liquidation upon the approval of a general meeting of shareholders within two weeks for main branches, or within three weeks for other branches.