Non-profit corporations
Nonprofit Corporation Officer Change, Dissolution and Liquidation Procedure — Reporting to the Competent Authority and Registration Deadlines
When a director of an incorporated association or an incorporated foundation takes office, leaves office or is reappointed, the corporation passes a resolution of the general meeting or the board of directors, registers the change within 3 weeks from the date of the change, and reports the change of officers to the competent authority. The deadline for the registration of change is short, so preparation must start right after the resolution. When the corporation is dissolved, the liquidator must register the dissolution and file a report of dissolution with the competent authority within 3 weeks of taking office, and when liquidation is finished, the registration of completion of liquidation and the report must also be made within 3 weeks for the corporation's affairs to be settled.
Procedure
1. Resolution under the articles of association
Following the procedure set by the articles of association, the general meeting or the board of directors resolves on the appointment, retirement or reappointment of officers, and minutes are prepared. If the quorum and the convocation procedure do not match the articles of association, you will be asked to supplement the documents.
2. Registration of change
When a director changes, apply for the registration of change of the corporation within 3 weeks from the date of the change (officers other than directors, such as auditors, are not subject to registration). The attachments include the minutes, the permit document from the competent authority, the articles of association, the written acceptance of appointment or reappointment, and a certificate of seal impression issued within the last 3 months.
3. Report to the competent authority
Report the change of officers to the competent authority. If the representative changes, the incorporation permit certificate and the information related to the unique identification number are also changed.
4. On dissolution: registration of dissolution and report of dissolution
When a ground for dissolution arises, such as expiry of the period of existence, achievement or impossibility of the purpose, revocation of the incorporation permit, or a resolution of the general meeting, the liquidator registers the dissolution within 3 weeks of taking office and files a report of dissolution with the competent authority. The inventory of property, the method of disposing of the residual property and the minutes of the dissolution resolution are submitted together.
5. Liquidation and registration of completion of liquidation
The liquidator settles the claims and debts and disposes of the residual property in accordance with the articles of association. When liquidation is finished, the registration of completion of liquidation and the report to the competent authority are made within 3 weeks. The end of liquidation can be asserted against third parties only after the completion of liquidation is registered.
Required documents
- Minutes of the general meeting or the board of directors
- Articles of association, incorporation permit document from the competent authority
- Officers' written acceptance of appointment or reappointment, certificate of seal impression issued within the last 3 months
- Report of change of officers (form of the competent authority)
- For dissolution: minutes of the dissolution resolution, inventory of property, method of disposing of the residual property
Fees
The registration of change separately incurs registration and license tax and registration fees. Service fees in the industry generally range from tens of thousands to several hundred thousand won, and for dissolution and liquidation they vary with the scope of the property to be settled. We will advise you after a consultation based on the articles of association and the current officers.
Legal basis and review date
- Civil Act, Article 49
- Civil Act, Article 52
- Civil Act, Article 77
- Civil Act, Article 85
- Civil Act, Article 86
- Civil Act, Article 94
Check these first
- The registration of change must be made within 3 weeks, so start preparing right after the resolution.
- First check that the minutes match the convocation and quorum provisions of the articles of association.
Frequently asked questions
What must be done when the representative of an incorporated association changes?
Does the reappointment of an officer also have to be registered?
What documents are needed to dissolve a nonprofit corporation?
What happens if the completion of liquidation is not registered?
Contact us
Hwang Yunsang Administrative Office in Songdo, Incheon prepares and submits administrative documents and explains the procedure. If your situation is similar, send us a message.
📍 2697, 26F POSCO Tower-Songdo, 165 Convensia-daero, Yeonsu-gu, Incheon, Republic of Korea · 📞 010-3374-2687 · 🌐 hwangadmin.com
This guide is general information based on public sources. Requirements, documents and deadlines differ by case and by the competent agency, so please confirm them before you proceed.