|Shareholder Disputes in Korea: Involuntary Corporate Dissoultion|
Under Article 520 of the Korean Commercial Act, a minority shareholder, holding at least 10 percent of the total and outstanding shares of a company, may request to the Korean court of competent jurisdiction the dissolution of a company. Korean court judges consider this procedure an extraordinary procedure and, only, rule in the affirmative, usually, after all other avenues to resolve the shareholder dispute have failed.
Article 520 of the Commercial Act of Korea (Judgments for Dissolution)
“(1) If, in any of the following cases, there exists unavoidable reasons, any shareholder who holds shares representing no less than 10 percent of the total issued and outstanding shares may request a court to dissolve the company;
- When the company’s business operation continues to be considerably in deadlock and as a result irreparably damage to the company is caused or threatened;
- When the management or disposal of the company’s assets is considerably improper and the existence of the company is thereby at risk.”
Thus, a Korean court can windup a Korean company if either a:
- “considerable deadlock” exists that may lead to “irreparable damage”; or
- management is acting “considerably improper” and these acts are placing the company’s existence at risk; or
- management is disposing of company assets in a “considerably improper” manner and these acts are placing the company’s existence at risk.
Other articles on Korean Corporate Compliance that may be of interest:
- Limited Liability Companies under The Amended Commercial Code of Korea
- Korean Commercial Code Revisions Make Capital Reductions in Korea Easier
- Classification of Directors in Korea under The Korean Commercial Code: Inside, Outside and Other Directors in Korea
- Establishing a Company in Korea: New Corporate Forms Available under Revised Korean Code
- Squeezing-out Minority Shareholders under Korean Corporate Law
- Limiting Director Liability under Korean Law: Don’t drop the Insurance Policy Yet
- Compliance Control in Korea: Amended KCC
Sean Hayes may be contacted at: SeanHayes@ipglegal.com.
Sean Hayes is co-chair of the Korea Practice Team at IPG Legal. He is the first non-Korean attorney to have worked for the Korean court system (Constitutional Court of Korea) and one of the first non-Koreans to be a regular member of a Korean law faculty. Sean is ranked, for Korea, as one of only two non-Korean lawyers as a Top Attorney by AsiaLaw.
Sean’s profile may be found at: Sean C. Hayes
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