Delisting Sell vs Hold After-Tax Recovery Calculator

Compare Korean exchange liquidation trading, direct OTC sale and liquidation distributions, separating sale cash from same-year tax effects under 2026 rules.

Korean taxable-share rules for 2026 · Checked 2026-10-21.
Minor-shareholder exchange losses do not offset taxable gains. Check the OTC buyer, paid transfer and evidence before comparing scenarios.

1. Compared shares and acquisition basis

Whole shares

Whole shares

KRW; use − for a loss in net-gain fields

KRW; use − for a loss in net-gain fields

Acquisition costs are allocated by compared/held shares. Remaining shares are excluded from recovery cash.

2. Exchange liquidation-trading sale

KRW; use − for a loss in net-gain fields

%

KRW; use − for a loss in net-gain fields

A minor-shareholder exchange disposal contributes zero taxable gain or loss. Verify major-shareholder status, reference year and related holdings separately.

3. Direct third-party OTC sale after delisting

KRW; use − for a loss in net-gain fields

%

KRW; use − for a loss in net-gain fields

General direct OTC transaction tax is 0.35%. K-OTC trades have different rates and tax exceptions and are outside this model. Unrealized holding losses cannot offset gains.

4. Same-year taxable share gains and deduction

KRW; use − for a loss in net-gain fields

KRW; use − for a loss in net-gain fields

Enter net amounts after disposal costs and before the basic deduction. Other domestic shares must have the same statutory rate regime as the compared taxable disposal. Exclude exempt exchange losses, dividends, property, derivatives and prior-year losses. Apply one combined KRW 2,500,000 annual deduction and net same-rate losses first.

5. Waiting for a liquidation distribution

KRW; use − for a loss in net-gain fields

KRW; use − for a loss in net-gain fields

KRW; use − for a loss in net-gain fields

A liquidation distribution is not a share sale. A distribution below basis does not create a share disposal loss for foreign-gain offset. Withholding alone may not be final tax. Payment timing and recoverability are not predicted.

6. Evidence and notice dates

The KRX guide describes up to seven trading days; the individual notice controls. No seven-calendar-day deadline is generated. Without a date, disposal is a 2026 assumption; confirm the tax disposal date using payment and ownership records.

Why compare delisting sale prices and after-tax recovery?

This calculator uses Korean rules for 2026 and is intended for a Korean resident individual holding ordinary domestic shares.
A higher liquidation-trading price does not by itself settle the comparison with a later OTC sale.
Shareholder classification, trading venue, same-year taxable share gains, direct costs and evidence can all change the result.
Treating every domestic exchange loss as deductible against foreign gains can substantially overstate a tax saving.

Three distinct choices

An exchange sale converts the compared shares into sale cash.
A post-delisting OTC disposal requires a buyer and an actual paid transfer.
Waiting for liquidation assumes residual assets exist and are eventually distributed.
The worksheet compares equal quantities and separates cash from tax effects; it does not predict recovery, restructuring or future prices.

Prepare holdings, basis and price evidence

Compared shares and acquisition basis

Enter total holdings separately from the quantity compared in all scenarios.
Use the documented tax acquisition price and acquisition costs for all held shares.
Costs are allocated by compared shares divided by total held shares.
Multiple acquisition lots, inherited or gifted shares and special basis adjustments need prior tax review.

Execution price and OTC buyer

Keep the assumed exchange execution price separate from the OTC sale price.
The OTC input is not a verified executable quote.
Identify the counterparty, transferable quantity, payment arrangements and ownership-registration process.
Uncompared holdings are excluded from cash, without being valued at zero.

Use the broker’s or intermediary’s actual commission and add only separate, documented direct disposal expenses.
Avoid counting the same cost twice.
Mark unsupported figures as assumed rather than confirmed.
A pending result means that evidence or tax assumptions are incomplete, not that tax is zero.

Exchange versus unlisted-share taxation

Income Tax Act Article 94(1)(3) includes domestic listed shares disposed of by major shareholders and certain off-exchange disposals by minor shareholders.
A minor shareholder’s ordinary exchange liquidation-trading gain or loss is excluded from the taxable share pool here.
A general direct OTC disposal after delisting is assessed under the unlisted-share rules.
Confirm listed and unlisted major-shareholder classifications separately because their tests can differ.

2026 Korean national tax rates for ordinary domestic-share disposals
ClassificationConditionNational rate
Minor shareholder, exchangeListed liquidation tradingExcluded
Minor shareholder, SMEGeneral direct OTC transfer10%
Minor shareholder, non-SMEGeneral direct OTC transfer20%
Major shareholder, ordinaryTax base up to / above KRW 300 million20% / 25%
Major shareholder, non-SMEHeld under one year30%

These national rates follow Income Tax Act Article 104.
The corresponding local income tax adds the equivalent of 10% of national tax, producing combined marginal rates of 11%, 22%, 27.5% or 33%.
The ordinary major-shareholder calculation applies 20% to the first KRW 300 million of tax base and 25% only to the excess.
The calculator does not certify SME or major-shareholder status.
The K-OTC exemption for qualifying SME or mid-sized-company minor-shareholder disposals is outside this general direct-OTC model.

Transaction costs and incremental tax

Separate sale cash from after-tax recovery

Gross proceeds = compared shares × sale price.
Sale cash = gross proceeds − transaction tax − commission − separate direct disposal costs.
Taxable disposal gain = sale cash − allocated acquisition basis, where the disposal is taxable.
After-tax recovery reference = sale cash − (annual tax with this disposal − baseline annual tax without it).

For 2026, KOSPI uses 0.05% securities transaction tax plus 0.15% special rural development tax, totaling 0.20%.
KOSDAQ uses 0.20% and KONEX 0.10%.
General direct OTC transfers use 0.35% under Securities Transaction Tax Act Article 8.
Do not add KOSPI rural tax again as a separate expense.
Commission and direct costs assume documented deductible disposal expenses; broker collection and filing rounding can differ from this unrounded planning model.

The baseline and with-sale figures are annual assessed national and local tax before credits and prior payments.
A negative increment means a reduction in annual tax burden; a positive increment means additional tax.
The displayed tax-saving figure is already included in that increment and must not be added a second time.
Final tax payable or refunded after foreign tax credits, relief and previous payments is outside the model.

Same-year losses and the KRW 2,500,000 deduction

Income Tax Act Article 102 separates the taxable share-income group from other asset groups.
Enforcement Decree Article 167-2 offsets losses against income subject to the same rate first, then against income at different rates.
This worksheet supports one common statutory domestic rate regime and a foreign-share pool taxed at 20%.
It adds the focal taxable disposal to domestic net income first, then applies any remaining domestic loss against positive foreign income, or the reverse.

One deduction across domestic and foreign shares

Article 103 provides one combined annual KRW 2,500,000 deduction, rather than a separate deduction for each country group.
Apply it to remaining income in the relevant disposal order.
If domestic 10% and foreign 20% disposals are interleaved, one aggregate order cannot reproduce the necessary detail and the tax result can be withheld.
When both pools use the same 20% rate, or only one positive pool remains, the order does not affect total tax.

Other domestic net income must share the compared taxable disposal’s statutory rate regime.
Additional domestic rate regimes or relieved income require separate review; leave the scope confirmation unchecked.
Exclude exempt domestic exchange losses, dividends, property, derivatives and prior-year losses.
Unused losses are shown only as unused; they are neither cash payments nor a carryforward into next year.

How to use the worksheet

  1. Check total holdings, compared shares, acquisition price and total acquisition costs.
    Do not add costs already included in the price a second time.
  2. Enter the exchange, assumed liquidation-trading price and selling expenses, then confirm shareholder status at that disposal.
    The example is fictional and is not a current quote or notice.
  3. Choose whether a paid OTC sale is assumed, enter its price, costs, unlisted classification and tax year.
    Use continued holding if there is no buyer.
  4. Enter other same-year taxable share gains and the actual deduction order.
    Confirm the supported tax scope and evidence separately from reviewed liquidation total tax.
  5. Compare sale cash and annual tax before and after the disposal alongside after-tax recovery.
    Resolve pending assumptions and save the worksheet for a broker or tax discussion.

Changing an input hides the previous result, preventing a stale figure from appearing current.
TXT export retains quantity, evidence status, notes, dates and the financial breakdown.
Printing treats notes as text.
The calendar contains no stock name or holding amount, and is enabled only after the notice start, end, delisting and checked dates are confirmed.

Worked example: cash received versus tax saving

Assume 1,000 shares acquired at KRW 10,000 each, with no acquisition costs, selling commission or separate direct expenses.
The assumed KOSDAQ exchange sale is KRW 500 per share and the later direct OTC sale is KRW 100 per share.
The shareholder is minor, the company is non-SME, and other 2026 taxable foreign share gains are KRW 10,000,000 with no other domestic gains.
A genuine paid transfer and documented basis are assumed; no OTC execution price is guaranteed.

Exchange sale

Gross KRW 500,000 less KRW 1,000 transaction tax leaves sale cash of KRW 499,000.
The minor-shareholder exchange loss does not offset taxable foreign gains.
After-tax recovery therefore also remains KRW 499,000.

Direct paid OTC sale

Gross KRW 100,000 less KRW 350 transaction tax leaves sale cash of KRW 99,650.
The taxable loss is KRW 9,900,350, leaving KRW 99,650 of combined income before the deduction.
The basic deduction reduces the tax base to zero.

Without this disposal, tax is (10,000,000 − 2,500,000) × 22% = KRW 1,650,000.
With the taxable OTC disposal, annual tax is zero, giving an increment of −KRW 1,650,000.
After-tax recovery is 99,650 − (−1,650,000) = KRW 1,749,650, or KRW 1,250,650 above the exchange scenario.
The actual OTC sale cash is KRW 99,650, not an immediate deposit of KRW 1,749,650.

Interpreting the OTC break-even price

The break-even price makes the OTC after-tax recovery reference equal to the exchange recovery for the same quantity.
The search holds costs, annual gains, rates and deduction order fixed, within KRW 1 to KRW 10,000,000 per share.
Changing the price also changes the taxable loss and remaining tax saving, so this differs from matching sale cash alone.
It is a mathematical boundary assuming a buyer, not a recommended sell order.

Boundaries and pending results

If KRW 1 already meets the exchange comparison, the boundary is displayed as at most KRW 1.
This does not classify a zero-price gift as a paid sale.
If the maximum price still fails to meet the comparison, there is no break-even within the search range.
Unverified tax classes, later-year rules or ambiguous deduction paths can leave the search pending.

Continued holding and selling in another year

Delisting alone does not establish a share disposal loss.
If shares remain held without a buyer, distinguish current cash recovery from their uncertain future value.
Continued holding leaves taxable OTC gain, tax saving and after-tax recovery pending.
Zero OTC sale cash means no sale occurred; it does not assign a fair value of zero to the retained shares.

A later tax year needs new evidence

A loss on a 2027 or later disposal is not applied retrospectively to 2026 foreign share gains.
The same-year condition concerns the calendar tax period, not uninterrupted ownership.
A later-year selection leaves after-tax results pending until that year’s law and gains are checked.
Verified 2026 rates are not automatically extended into the future.

The KRX guide describes liquidation trading within up to seven trading days, with no price limit and periodic single-price execution.
The individual notice controls dates, halts, resumptions and cutoffs.
Do not generate an end date by adding seven calendar days.
Recheck any saved calendar entry and broker cutoff after an amended disclosure.

Liquidation distributions and filing preparation

Why liquidation is a separate calculation

A distribution of residual assets on dissolution requires review under Income Tax Act Article 17(2)(3).
Amounts exceeding the acquisition amount may be deemed dividends, and comprehensive income taxation can affect the final burden.
Enter the reviewed final national and local tax total; the worksheet does not infer final liability from a single withholding rate.
A distribution below basis does not create an additional share disposal loss here.

  • Retain acquisition records, the sale contract, payment evidence and share-transfer or ownership-registration records.
  • Reconcile transaction tax, commission and direct contract expenses against evidence and check for duplicate costs.
  • Check domestic taxable-share half-year preliminary filing even for a loss, and next-May final filing where aggregation is required.
  • Related-party undervalue, artificial nominal contracts and transfers without genuine consideration require separate review.

A large apparent tax saving does not make a scenario executable when no OTC buyer can be found.
Consider the waiting period, interim cash needs and counterparty performance.
The worksheet supports comparison and preparation; it is not a tax return, trade authorization or tax-status determination.

Frequently asked questions

Do shares disappear immediately on delisting?

Delisting ends an exchange listing; it does not itself complete dissolution or liquidation.
Ask the issuer and broker about shareholder rights, ownership records and transfers.
Remaining shares are excluded from recovery cash, without assigning them a market value of zero.

Can a large exchange liquidation-trading loss reduce foreign share tax?

An ordinary domestic exchange disposal by a minor shareholder is generally outside Korean share capital-gains tax.
Its loss therefore does not offset taxable foreign share gains.
Confirm shareholder classification and the actual trading venue before estimating any tax saving.

Does every post-delisting OTC loss qualify?

The disposal must be a taxable paid transfer supported by acquisition and direct-cost evidence, within the same tax year as the gains being offset.
K-OTC SME or qualifying mid-sized-company exceptions, related-party undervalue, cancellation and gifts require different analysis.

Can I enter a zero-price transfer as a realized loss?

No.
No buyer, continued holding, a gift and a gratuitous transfer are not treated as an ordinary paid sale.
The paid-sale scenario requires at least KRW 1 per share, but even a nominal positive contract does not guarantee that a tax loss will be accepted.

Is the KRW 2,500,000 deduction available twice?

No.
Taxable domestic and foreign share gains share one combined annual KRW 2,500,000 basic deduction in 2026.
Net same-rate losses first, then apply the deduction in the relevant disposal order.
Interleaved disposals at different rates can require a more detailed tax calculation.

Can a 2027 loss offset 2026 foreign gains?

Do not combine gains and losses from different tax periods.
Selecting 2027 or later leaves after-tax recovery and break-even pending until that year’s law and income are verified.
Sale cash remains a reference only, and unused losses are not carried forward in this calculation.

Is a liquidation distribution below basis a capital loss?

A distribution of residual assets is different from selling shares to a third party.
Amounts above the acquisition amount may require deemed-dividend analysis under Income Tax Act Article 17.
A shortfall is not added to share disposal losses or offset against foreign share gains here.

If the disposal makes a loss, is filing unnecessary?

Income Tax Act Article 105 also applies preliminary filing rules to taxable domestic share losses.
The ordinary period is two months after the end of the disposal half-year; check next-May final filing when annual aggregation is required.
Confirm the actual tax disposal date, holiday deadlines and transaction-tax obligations separately.

Official sources, rule dates and next action

Sources were checked on 2026-10-21.
The current Income Tax Act MST280405 is effective 2026-07-01; the share-tax provisions used were checked for 2026-01-01.
The Income Tax Decree MST290841 is effective 2026-10-01, Local Tax Act MST282559 on 2026-07-01, and the searched Transaction Tax Decree MST280901 on 2026-01-02.
Transaction rates were cross-checked against subsequent amendment MST282431 effective 2026-01-01 and the effective-date consolidated text.
Do not reuse an earlier original-promulgation rate as the current rate.
The KRX trading guide was checked through its official search index; direct article access returned 403, so verify the latest individual KIND notice and broker guidance.

Check recoverable cash and supporting documents

Start with equal quantities and prices that reflect your actual trading assumptions.
Resolve pending items, save the TXT worksheet and confirmed notice dates, then ask the broker about transfers and prepare filing evidence.
Use the foreign share capital-gains calculator to review other annual share gains.

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