ENFORCEMENT RULE OF THE REGISTRATION OF BONDS AND DEBENTURES ACT
Ordinance of the Prime Minister No. 848, Aug. 25, 1971
Amended by Ordinance of the Prime Minister No. 18, Apr. 24, 1998
Ordinance of the Prime Minister No. 875, Mar. 3, 2008
CHAPTER I GENERAL PROVISIONS
| Article 1 (Bonds Issued by Foreign Corporations) |
| (1) | The designation pursuant to the provisions of subparagraph 4 of Article 2 of the Registration of Bonds and Debentures Act (hereinafter referred to as the "Act") shall be made of the bonds which have been floated by the relevant foreign governments, foreign public organizations or foreign corporations within the Republic of Korea. |
| (2) | When the Financial Services Commission has designated pursuant to paragraph (1), it shall announce it in public. <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008> |
| Article 2 (Notification of Registration) |
When the registrar pursuant to Article 3 of the Act (hereinafter referred to as the "registrar") has made registration listed as follows, it shall notify the relevant matters to the bond issuer who keeps the original bond register pursuant to the provisions of Article 10 of the Act: <Amended by Ordinance No. 18, Apr. 24, 1998> | 2. | The matters stated in subparagraph 1 and the matters entered in the original register of trust when the registration of trust is made on the inscribed bonds that have been registered; and |
| 3. | The name (refers to the trade name of bond issuer, kind of bonds, and the frequency and serial number when the total amount of bonds is issued by divided into several times; the same shall apply hereinafter) of registered bond and the amount and number of shares and serial number of bond certificates when unregistered bearer bonds have been registered or have been registered as cancelled. |
| Article 3 (Issuance of Bond Certificates upon Registration of Unregistered Bonds) |
When the registrar has registered unregistered bonds in accordance with an application for registration pursuant to the provisions of Article 20 (1) of the Decree, it shall issue the bond certificates and coupons affixed to the application to the relevant bond issuer.
The bond register pursuant to the provisions of Article 9 of the Act shall be made out after the annexed Form 1 A or 1 B.
| Article 5 (Entry, etc. in Register) |
| (1) | The bond register shall have separate account for each name of bond and the matters to mention in the bond certificate regarding the relevant bond shall be stated on the reverse side of the cover. |
| (2) | The bond register shall furnish one blank form for one bondholder: Provided, That at the request of the bondholder, another form may be furnished. |
The receipt book shall be made out after the annexed Form 2 each year.
| Article 7 (Application, etc. for Registration) |
| (1) | The bondholders or pledgees shall submit two copies of certificate of personal seal impression to the registrar: Provided, That one copy has been already submitted to the relevant registrar, only one additional copy will be required. |
| (2) | The registrar shall issue one copy of certificate of personal seal impression submitted pursuant to the provisions of paragraph (1) to the place where the redemption of bonds stated in the application and the payment of interest are to be made. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (3) | The provisions of paragraphs (1) and (2) shall apply mutatis mutandis to cases where bondholders or pledgees change their personal seal. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 8 (Equipping with Register, etc.) |
| (1) | The main office (when the Financial Services Commission has designated a branch office other than the main office, the designated branch office) of the registrar shall be equipped with the bond register and annexed documents. <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008> |
| (2) | When the Financial Services Commission has made a designation pursuant to paragraph (1), it shall announce it in public. <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008> |
| Article 9 (Change of Registrar) |
| (1) | When there is a change of registrar, the former registrar shall transfer the bond register and annexed documents to the new registrar. |
| (2) | When there is a change of registrar in part of the bonds dealt by the former registrar, paragraph (1) shall also apply to the bond register and annexed documents regarding the relevant bonds: Provided, That this shall not apply to the receipt book. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 10 (Duplicate of Register) |
| (1) | The bond register shall have a duplicate, which shall be kept at a place permitted by the Financial Services Commission: Provided, That only the original register of trust shall have a duplicate, and the application, annexed documents and notification pursuant to the provisions of Article 48 (1) and (2) of the Decree may substitute for the duplicate regarding other matters. <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008> |
| (2) | As for the cases of proviso to paragraph (1), the registration number and date of registration shall be entered in the application or notification, and the number of original register of trust shall be entered in the application for registration on trust, and the precedence number or supplementary note number shall be entered in the application for registration on security rights. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 11 (Report in Cases of Destruction of Register) |
When all or part of the register of bonds has been destroyed, the registrar shall, without delay, report it to the Financial Services Commission. The same shall apply when it is anticipated that the bond register or annexed documents may be destroyed. <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008>
| Article 12 (Redrawing up of Register) |
| (1) | When all or part of the bond register has been destroyed, the registrar shall re-draw up the bond register by transcribing entries in the duplicate upon obtaining permission from the Financial Services Commission, and when the duplicate is not available, it shall re-draw it up according to the documents prescribed by the proviso to Article 10 (1). <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008> |
| (2) | As for the cases of paragraph (1), new number in the order of registration for the account shall be entered in the registration number column of the registration form, and on the right side thereof, the former registration number and the purport of transcribing entries in the duplicate, or the purport of re-drawing up according to the documents prescribed by the proviso to Article 10 (1) and the date of re-drawing shall be entered. The staff of the registrar engaging in the affairs of registration (hereinafter referred to as "person in charge") shall put his/her seal thereon. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (3) | When the registrar has re-drawn up the bond register, it shall, without delay, report the purport thereof to the Financial Services Commission. <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008> |
| Article 13 (Access to Register, etc. and Issuance of Certified Copy and Abridged Copy) |
| (1) | Any person who intends to access to the bond register and annexed documents thereof or intends to request for the issuance of a certified copy or abridged copy of bond register shall submit an application form to the registrar. |
| (2) | The grounds explaining interests shall be entered in the application form pursuant to paragraph (1), or documents proving interests shall be affixed to the application form. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 14 (Preservation of Register, etc.) |
| (1) | The bond register, a bond certificate number book, a common name list, a certificate of personal seal impression, an original trust register and a duplicate of bond register shall be preserved until after the elapse of one year from the day following the day on which the rights of recourse to the registered bond (hereinafter referred to as "registered bonds") or the right of claim for the payment of redemption has ceased to exist due to expiry. |
| (2) | A written application and other annexed documents shall be preserved for ten years from the date of receipt of the application. |
| (3) | Notwithstanding the provisions of paragraphs (1) and (2), the preservation period of the documents prescribed by the proviso to Article 10 (1) shall be the period whichever is longer from among the periods prescribed by the preceding paragraphs (1) and (2). <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (4) | A receipt book shall be kept for ten years from the year following the year in which it has been made. |
| Article 15 (Registration ex Officio) |
When the registrar fails to make registration without justifiable reasons, the Financial Services Commission may order the registrar to make registration. <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008>
CHAPTER II PROCEDURES FOR REGISTRATION
| Article 16 (Procedures for Receiving Application Forms) |
| (1) | When an application form is submitted, the receipt date, receipt number, applicant's name and purpose of registration shall be stated in the receipt book, and the receipt date and receipt number shall be stated in the application: Provided, That a large number of applicants exist, only the name of the first person listed in the application form and the number of the rest of persons may be entered in the application form. |
| (2) | The receipt number shall be renewed each year. |
| Article 17 (Order of Registration) |
Registration shall be made in the order of receipt number.
| Article 18 (Registration Number) |
A registration number shall be given to each account in the order of registration that is made for the first time.
| Article 19 (Affixing Seals) |
Upon the completion of registration, the person in charge shall affix his seal thereto.
| Article 20 (Procedures for Registration) |
| (1) | When matters regarding bonds and trusts are registered, the receipt number of application, date of registration, name and address of the person holding rights to register, causes and date of registration, purpose of registration, and other matters regarding rights for registration which are stated in the application shall be stated. |
| (2) | As for the cases of paragraph (1), the receipt number of application shall be stated in the remarks column and other matters that have no relevant column shall be stated in the cause column. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (3) | When the bond register is filled out according to the annexed Form 1 B, the issue date of bonds, redemption date of bonds, payment date of interest and interest rate of bonds shall be stated. |
| Article 21 (Registration of Matters Regarding Security Rights) |
| (1) | When matters regarding security rights are registered, the precedence number in the order of registration has been made, besides the matters prescribed by Article 20 (1) shall be stated. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (2) | When matters regarding seizure, provisional seizure and provisional disposition are registered, the date of registration and the order of seizure, provisional seizure or provisional disposition shall be stated. |
| (3) | The registration pursuant to the provisions of (1) and (2) shall be entered in the spare column. |
| (4) | As for the bonds registered in the bond register according to the annexed Form 1 B, the precedence number and purpose of registration, which is still valid and is a registration pursuant to the provisions of paragraphs (1) and (2), shall be stated in the relevant column. |
| Article 22 (Bond Certificate Number Book) |
| (1) | Bond numbers shall be stated in the bond certificate number book. |
| (2) | The bond certificate number book shall be deemed as a part of the bond register. |
| (3) | The bond certificate number book shall be filled out according to the annexed Form 3 A or 3 B, or the annexed Form 4 A or 4 B, and a separate account shall be set up for each name of bonds. |
| Article 23 (Registration in Subrogation) |
When registration according to the application for registration pursuant to the provisions of Article 12 of the Decree [including the cases where Article 9 (2), 29 (2) or 38 (3) of the Decree is applied mutatis mutandis] is made, the name and address of bondholders and the cause of subrogation shall also be stated.
| Article 24 (Registration in Cases Where a Large Number of Persons Holding Rights to Register Exist) |
| (1) | When a large number of persons holding rights to register exist, the name and address of the first person whose name has been listed in the application form and the number of the rest of persons shall be stated in the registration form, and the name and address thereof may be stated in the common name list. The same shall apply when a large number of persons holding rights to register exist in cases the name and address of the person obliged to register are to be stated in the registration form. |
| (2) | The common name list shall be made out according to the annexed Form 5 A or 5 B. |
| Article 25 (Registration by Supplementary Note) |
| (1) | When the precedence number of registration is stated by supplementary note, the main registration number shall be stated and then supplementary note number shall be stated on the right side of the main registration number. |
| (2) | As for the cases of paragraph (1), the supplementary note number shall be stated on the right side of the precedence number of main registration. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 26 (Registration, etc. of Change) |
| (1) | When the registration of change or registration of correction has been made, the matters changed or corrected shall be cancelled in red ink. |
| (2) | The registration of changed or corrected matters, which have been recorded in the column of bondholder's name and address or in the column of place where the redemption of bond and payment of interest are to be made, shall be made in the respective column. |
| Article 27 (Cancellation of Registration) |
| (1) | When the cancellation of registration is made, the registration to cancel shall be cancelled in red ink after the registration of cancellation is made. |
| (2) | When there is registration on the rights of a third party, which aims at the rights to be cancelled in the cases of paragraph (1), the rights of the third party shall be stated in the relevant column, the purport that it is being cancelled because the registration of certain rights has been cancelled, and then the registration shall be cancelled in red ink. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 28 (Recovery of Registration) |
When the recovery of registration is made, registration which is the same as the registration related to cancellation shall be made after the registration of recovery is made. When only the matters of registration are related to the cancellation, the matters shall be registered again by supplementary note.
| Article 29 (Registration of Unregistered Bonds) |
When destroyed coupons exist from among coupons of which the period of redemption has not yet arrived, in cases of the registration of unregistered bonds, the number of coupon sheets and the period of redemption shall be stated in the remarks column.
| Article 30 (Transfer Registration of Bonds) |
| (1) | When the transfer registration of bonds is made, registration shall be made in the registration sheet of new bondholder after making registration in the registration sheet of former bondholder. In such cases, the rights of pledge regarding transferred bond and other registration shall be transcribed in the corresponding column of the registration sheet of new bondholder, and the registration number of other sheets shall be stated in the remarks column of all the sheets. |
| (2) | When the transfer registration of all the registered bonds has been made in one sheet, the registration sheet of the former bondholder shall be closed. |
| (3) | When the transfer registration of all the bonds registered in one sheet is made, the matters of registration regarding the name and address of the former bondholder shall be cancelled in red ink after stating the name and address of the new bondholder in the name and address column from among the registration sheet of the former bondholder notwithstanding the provisions of Article 5 (2), Article 20 and paragraphs (1) and (2) except for the cases of trust registration and the registration of cancellation thereof. In such cases, the receipt number of application, registration date, cause of registration, date and purpose of registration shall be stated in the column. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (4) | The provisions of Article 26 shall apply mutatis mutandis to the change of entries in the column of place where the redemption of bond shall be made and the interest thereof shall be paid in cases the registration pursuant to paragraph (3) is intended. |
| (5) | When transfer registration for part of bond that has been registered in one sheet is made, the amount, number of shares and serial number of bond certificate shall be stated in the column of cancellation amount as for the registration sheet of former bondholder. |
| (6) | The provisions of paragraphs (3) through (5) shall not apply to the bonds registered in the bond register according to the annexed Form 1 B. |
| Article 31 (Original Trust Register) |
| (1) | The original trust register shall be filled out according to the annexed Form6. |
| (2) | When there is no blank space in the column of the sheets in the original trust register, entry shall be made in the reserve column. |
| (3) | The date and number of receipt of application shall be stated on the cover of the original trust register. Applications shall be filed and numbered in the order of receipt. |
| (4) | The number referred to in paragraph (3) shall be renewed each year. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 32 (Registration of Trust) |
When the registration of trust is intended, the purport of trust assets and the number of the original trust register shall be stated in the relevant part of remarks column.
| Article 33 (Change in Entries in Original Trust Register) |
When making change in entries of original trust register, the person in charge shall file sheets for the change column according to the annexed the annexed Form 7, shall impress a seal over two pages and shall make change therein.
| Article 34 (Handling upon Making Registration and Entries) |
When registration is made in the bond register and bond certificate number book, or in the change column of original trust register, a cross line shall be drawn to separate it from the blank.
| Article 35 (Issuance of Certificates of Registration) |
| (1) | When the following registrations are completed, the registrar shall issue a certificate of registration to the person holding rights to register: |
| 1. | The registration of unregistered bonds; |
| 2. | The transfer registration of registered bonds; or |
| 3. | The establishment of pledge rights or transfer registration. |
| (2) | In the certificate of registration referred to in paragraph (1), registration number, registration date, name and address of the person holding rights to register, name, amount and number of shares of bond, serial number of bond certificate and other matters regarding registered right, and precedence number, if any, and the purport of completion of registration shall be entered. The registrar shall put a seal thereto: Provided, That registration in paragraph (1) 2 has been made pursuant to Article 30 (3), it shall be sufficient to write the name and address of the new person holding rights to register and for the registrar to put seal thereto after the name and address of the former person holding rights to register are cancelled in the certificate of registration retrieved pursuant to the provisions of Article 37. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (3) | The provisions of the proviso to Article 16 (1) shall apply mutatis mutandis to the cases of paragraph (2). <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 36 (Application for Re-issuance of Certificate of Registration) |
| (1) | When application for the re-issuance of certificate of registration is applied pursuant to the provisions of Article 15 (2) of the Decree, documents explaining the grounds thereof shall be affixed to the application. |
| (2) | The purport of re-issuance shall be stated in the certificate of registration issued pursuant to the provisions of paragraph (1). <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 37 (Retrieval of Certificate of Registration) |
When the registration of transfer or cancellation has been made for all rights stated in the certificate of registration that is affixed to the application, the registrar shall retrieve the certificate of registration.
| Article 38 (Entries and Return of Certificate of Registration) |
| (1) | Except for the cases prescribed by Article 37, the amount and number of shares of bond, serial number of bonds certificate, purpose of registration, purport of completion of registration shall be stated in the certificate of registration affixed to the application, to which the registrar shall put seal and shall return to the person obliged to register: Provided, That part of the title holders of registration are the persons obliged to register when a large number of the title holders of registration exist, the name and address of the persons obliged to register shall also be stated. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (2) | The provisions of the proviso to Article 16 (1) shall apply mutatis mutandis to the cases of paragraph (1). <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 39 (Request for Rewriting) |
When the matters entered in the certificate of registration have not conformed to entries in the bond register, the holder of certificate of registration may request the registrar for the rewriting thereof.
| Article 40 (Notification of Completion of Registration) |
| (1) | When the registrar has completed registration, it shall notify the person holding rights to register of the purport of completion of registration except for the cases of issuance of certificate of registration pursuant to Article 35 (1). |
| (2) | When a large number of persons holding rights to register exist in the cases of paragraph (1), notification to one person among them shall be sufficient. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (3) | The provisions of paragraphs (1) and (2) shall apply mutatis mutandis to cases where registration is not made pursuant to Article 13 of the Decree. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 41 (Where Blank Space is Unavailable) |
| (1) | When blank space in the column of a registration sheet becomes unavailable, the registration number of the former sheet shall be transcribed in the column of registration number of the new sheet. On the right side of the number, the fact that it is the "second" of the number shall be indicated, and book number and page number of the bond register which is the compilation of the former sheets and the fact that it is the continuation of the former sheet shall be stated. On the right side of the registration number in the former sheet, the letter "first", book number and page number of bond register which is the compilation of new sheets, and the fact that it is being continued shall be stated. |
| (2) | When blank space is available in other column of the former sheet, matters to register in that column shall be registered in that column. |
| (3) | When the registration of change, cancellation or correction is intended regarding the bonds registered in the bond register according to the annexed Form 1 B, the registration number of the former sheet shall be transcribed in the column of registration number of the new sheet. The fact that it is the letter "second" shall be stated in the column of card number, and the matters after change, cancellation or correction shall be stated in the relevant column. The purport that it is continued in the new sheet shall be stated in the former sheet and the statement in the column of present value of bond certificate shall be cancelled in red ink, notwithstanding the provisions of paragraphs (1) and (2): Provided, That to the registration prescribed by Articles 21, 26 (2) and 30 (2), this shall not apply. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| (4) | The provisions of paragraphs (1) through (3) shall apply mutatis mutandis to cases where three or more sheets for continuation are furnished. <Amended by Ordinance No. 18, Apr. 24, 1998> |
| Article 42 (Closing of Sheet) |
When the cancellation of all the bond registered in one sheet has been registered, the sheet shall be closed and the registration number shall be cancelled in red ink.
| Article 43 (Request for Return of Original Documents) |
| (1) | Any person who intends to request for the return of original documents affixed to the application shall, in advance, affix a copy of the original documents together with the original documents to the application. |
| (2) | When the person in charge has returned the original documents, he/she shall state the fact of returning the original documents and affix his/her seal thereto. |
| Article 44 (Drawing up of Bond Register, etc.) |
| (1) | The registrar may draw up the bond register, receipt book, bond certificate number book, common name list, or original trust register according to the forms approved by the Financial Services Commission, notwithstanding the provisions of Articles 4, 6, 22 (3), 24 (2), 31 or 33. In such cases, it shall, without delay, announce in public the forms (excluding the Form of Receipt Book) after obtaining approval from the Financial Services Commission. <Amended by Ordinance No. 18, Apr. 24, 1998; Ordinance No. 875, Mar. 3, 2008> |
| (2) | When the bond register according to the forms referred to in paragraph (1) is similar to the annexed Form 1 B, the provisions of Articles 20 (3), 21 (4), 30 (6) and 41 (3) shall apply mutatis mutnadis to the relevant bond register. <Amended by Ordinance No. 18, Apr. 24, 1998> |
CHAPTER III MISCELLANEOUS PROVISIONS
| Article 45 (Notification of Registration) |
When the registrar has made the registration of bonds, it shall, without delay, notify the place where the redemption of bond and payment of interest thereof shall be made of the matters listed as follows:
| 1. | The name, amount and number of shares of bond, and serial number of bond certificates; |
| 2. | The name and address of bondholders; |
| 3. | The date for payment of interest and amount thereof; |
| 4. | The date of registration; and |
| 5. | When the person to receive the payment of interest is not a bondholder, the name and address of such person. |
| Article 46 (Notification of Redemption of Bonds) |
When the registrar has been notified by a bond issuer that the registered bond shall be repaid, it shall, without delay, notify the place where the redemption of bond and payment of interest thereof shall be made of the matters listed as follows. The same shall apply when it has been notified by a trust company pursuant to the Secured Debentures Trust Act or a person who has underwritten the total amount of bond pursuant to the provisions of Article 23 (1) of the same Act: | 1. | The name, amount and number of shares of bond, and serial number of bond certificates to repay; |
| 2. | The name and address of bondholders; |
| 3. | The date for redemption and amount thereof; |
| 4. | The amount of interest, if any; |
| 5. | The date of registration; and |
| 6. | When the person to receive the redemption of bond is not a bondholder, the name and address of such person. |
| Article 47 (Procedures for Collection of Fines for Negligence) |
The rule for performance of duties for tax collection officers shall apply mutatis mutandis to the procedures for the collection of fines for negligence pursuant to the provisions of Article 52 (4) of the Decree. In such cases, the methods and period of raising objection, etc. shall be stated in the notice of payment [This Article Newly Inserted by Ordinance No. 18, Apr. 24, 1998]
ADDENDUM
This Decree shall enter into force on the date of its promulgation.
ADDENDUM<Ordinance No. 18, Apr. 24, 1998>
This Rule shall enter into force on the date of its promulgation.
ADDENDA<Ordinance No. 875, Mar. 3, 2008>
Article 1 (Enforcement Date)
This Rule shall enter into force on the date of its promulgation.
Articles 2 though 5 Omitted.
Form 1 B (1)
Form 1 B (2)
Form 2
is made, the purport thereof shall be stated in the remark column.
Form 4 B
Form 7