Dissolution of Company
As mentioned in an overview of company dissolution, the company might be dissolved either By Law or By Court order. Company dissolution from special resolution is a ground for dissolving the company By Law. The steps involve in registering such special resolution to dissolve the company are as follows:
Registering the Company's Dissolution
The shareholders meeting shall be held in order to have a special resolution of three-quarters (3/4) of the vote of shareholder in the meeting room and can be voted to dissolve the company.
Once the first meeting to dissolve the company is held, the second shareholders meeting will be held to affirm such resolution and appoint the liquidator and its compensation.
Therefore, upon this registration, the liquidator will be appointed. Unless specified otherwise in company's Article of Incorporation, the liquidator shall be director of the company. In case there is more than one liquidator, all liquidators will jointly act. However, it could be specified differently by a general meeting or court order.
However, even the first step is registered; the company is still existed for the purpose of liquidation. The liquidator shall ie. gather all company' assets, sell the assets, request for unpaid amount of shares from shareholders, settle the obligation to company's creditor, compensate the reserve and expenses to the director whose pay for the company in advance etc.
In case, the assets are not enough to settle the debt, the liquidator shall request the court to order the bankruptcy to the company.
Upon the leftover of the asset, it will be average returned to each shareholder as the capital and profit.
In case the liquidator cannot complete the liquidation, the liquidator has to submit the report to the officer of every 3 months. However, if the liquidation cannot be completed within 1 year, the liquidator has to hold the shareholders' meeting every year to report the movement of the going on liquidation.
Registering the Completion of Liquidation
Once the liquidation is completed, the liquidator shall held the shareholders' meeting in order to approve the result of the liquidation. Upon the resolution, the liquidator has to proceed with the second step of registering the completion of liquidation within 14 days. Upon registering the second step, the company is now dissolved.