CHAPTER I GENERAL PROVISIONS
The purpose of this Act is to prescribe matters concerning commercial registration.
The terms used in this Act shall be defined as follows: <Amended by Act No. 15756, Sep. 18, 2018>
| 1. | The term "commercial registration" means recording certain matters regarding merchants or limited partnerships in a register pursuant to the Commercial Act or other statutes, or the record, itself; |
| 2. | The term "register" means the data of register information entered and processed by an electronic data processing system, compiled in accordance with the Rules of the Supreme Court; |
| 3. | The term "duplicate register data” means data recorded in an auxiliary memory unit with the same content as that of the register; |
| 4. | The term "registered record" means the data of register information concerning one firm or limited partnership or trade name, or one minor or legal representative or manager. |
| Article 3 (Time of Acceptance of Application for Registration and Time Registration Takes Effect) |
| (1) | When registration application information prescribed by the Rules of the Supreme Court is stored in an electronic data processing system, an application for commercial registration ("hereinafter referred to as "registration") shall be deemed accepted. |
| (2) | Where the registrar prescribed in Article 8 (1) completes registration, the registration shall take effect as at the acceptance of the application. |
CHAPTER II REGISTRY AND REGISTRAR
| Article 4 (Competent Registry) |
Registration affairs shall be conducted by a district court in charge of registration affairs, with jurisdiction over the location of a place of business of the party to registration, and the branch court or registry of the district court (hereinafter referred to as "registry").
| Article 5 (Delegation of Affairs under Jurisdiction) |
The Chief Justice of the Supreme Court may require a registry to delegate affairs under its jurisdiction to another registry.
| Article 6 (Measures following Alteration of Jurisdiction) |
When the jurisdiction of a registry is fully or partially transferred to the jurisdiction of another registry due to alteration, etc. of an administrative district, the former competent registry shall transfer the authority to manage registered records to such another registry, as prescribed by the Rules of the Supreme Court.
| Article 7 (Suspension of Registration Affairs) |
Where a ground to suspend registration affairs arises in a registry, the Chief Justice of the Supreme Court may order the registry to suspend registration affairs for a fixed period.
| Article 8 (Performance of Registration Affairs) |
| (1) | Among court officials of Grade IV, registry officials of Grade V, administrative officers for registration or junior administrative officers for registration (including those appointed after having passed employment examinations conducted on or before December 31, 2001 among court officials of Grade V, court official of Grade VI or court officials of Grade VII) working at a registry, the person designated (hereinafter referred to as "registrar") by the chief judge of a district court (where the chief judge of a branch court takes charge of the affairs of a registry, referring to the chief judge of the branch court; hereinafter the same shall apply) shall perform registration affairs. |
| (2) | A registrar shall perform registration affairs by recording matters requiring registration in a register using an electronic data processing system. |
| (3) | A registrar shall perform registration affairs in the order of acceptance number. |
| (4) | Where a registrar has performed registration affairs, he/she shall take measures to ensure that he/she can be identified as the one having performed such affairs. |
| Article 9 (Restrictions on Registrar's Performance of Affairs) |
| (1) | Where a registrar, his/her spouse, or his/her first cousin or closer relative (hereinafter referred to as "spouse, etc.") applies for registration, the registrar shall not proceed with such registration unless two or more adults, other than his/her spouse, etc., are involved in the registration. The foregoing shall also apply after the relationship as a spouse, etc. ends. |
| (2) | In cases falling under paragraph (1), the registrar shall prepare a report and affix his/her name and seal, or his/her signature, with the person involved in the registration. |
| Article 10 (Financial Guarantee) |
The Minister of the National Court Administration may prescribe and apply matters concerning financial guarantee for registrars.
CHAPTER III REGISTER, ETC.
| Article 11 (Kinds, etc. of Registers) |
| (1) | Registers compiled and administered by a registry shall be as follows: <Amended by Act No. 15756, Sep. 18, 2018> |
| 1. | Register of trade names; |
| 3. | Register of legal representatives; |
| 5. | Register of limited partnerships; |
| 6. | Register of general partnerships; |
| 7. | Register of joint-stock companies; |
| 8. | Register of limited liability companies; |
| 9. | Register of stock companies; |
| 10. | Register of limited companies; |
| 11. | Register of Foreign companies. |
| (2) | Registers shall be retained permanently, and applications for registration or other annexed documents shall be retained for a period prescribed by the Rules of the Supreme Court. |
| (3) | Registers (including annexed documents) shall be retained and managed at a place prescribed by the Rules of the Supreme Court, and shall not be removed from such place, except to avoid a war or natural disaster, or any other incident equivalent thereto: Provided, That the foregoing shall not apply where there is a court order or entrustment with regard to an application for registration or other annexed documents or they are subject to attachment under a warrant issued by a judge. |
| Article 12 (Preparation of Duplicate Register Data) |
Where a registrar completes registration, he/she shall prepare duplicate register data.
| Article 13 (Prevention of Damage to and Restoration of Registers) |
| (1) | Where all or part of a register is likely to be damaged or has been damaged, the Chief Justice of the Supreme Court may issue an order to take necessary measures, such as preventing damage to and restoration of the register, as prescribed by the Rules of the Supreme Court. |
| (2) | The Chief Justice of the Supreme Court may delegate his/her authority to issue orders to take measures under paragraph (1), to the Administrator of the National Court Administration or the chief judge of a district court, as prescribed by the Rules of the Supreme Court. |
| Article 14 (Measures for Prevention of Damage, etc. to Annexed Documents) |
| (1) | Where documents annexed to a register are likely to be damaged or destroyed, the Chief Justice of the Supreme Court may issue an order to take necessary measures to prevent damage to or destruction of such documents. |
| (2) | The Chief Justice of the Supreme Court may delegate his/her authority to issue orders to take measures under paragraph (1) to the Administrator of the National Court Administration or the chief judge of a district court, as prescribed by the Rules of the Supreme Court. |
| Article 15 (Perusal and Certification of Registered Matters) |
| (1) | Any person may file an application for perusal of all or part of matters recorded in a registered record and the issuance of a certificate of registered matters, with fees, as prescribed by the Rules of the Supreme Court: Provided, That with regard to documents annexed to a registered record, he/she may file an application for perusal only for the part in which he/she has interest. |
| (2) | Any person may file an application for perusal of a registered record and the issuance of a certificate of registered matters under paragraph (1) with a registry other than the competent registry. |
| Article 16 (Certificate of Seal Impression) |
| (1) | Any person who falls under any of the following may file an application for issuance of a certificate of his/her seal impression, with a fee, as prescribed by the Rules of the Supreme Court: |
| 1. | A person who has filed his/her seal impression with a registry pursuant to Article 25; |
| 2. | A manager, or a trustee in bankruptcy, an agent of a trustee in bankruptcy, a custodian, a protective custodian, an agent of a custodian, a custodian in international bankruptcy or an agent of a custodian in international bankruptcy under the Debtor Rehabilitation and Bankruptcy Act, who has filed his/her seal impression with a registry. |
| (2) | Where any person intends to apply for issuance of a certificate of seal impression pursuant to paragraph (1), he/she shall receive a seal impression card after paying a fee or comply with other methods. |
| (3) | The application for issuance of a certificate of seal impression may be filed with registries other than the competent registry. |
| Article 17 (Issuance of Electronic Certificates) |
| (1) | Any person who has filed his/her seal impression with a registry pursuant to Article 16 (1) may file an application for issuance of certification of electronic signature and qualification. In such cases, the certification shall be issued in a portable storage medium storing the content of certification, or by other methods, as prescribed by the Rules of the Supreme Court. |
| (2) | Any person who files an application for issuance of certification of electronic signature and qualification under paragraph (1) shall pay a fee. |
| (3) | The certification of electronic signature and qualification under paragraph (1) shall not be used for any purpose other than application for registration and purposes prescribed by the Rules of the Supreme Court. |
| Article 18 (Amounts of Fees and Exemption) |
The amounts of fees and the scope of exemption therefrom under the provisions of Articles 15 through 17 shall be prescribed by the Rules of the Supreme Court.
| Article 19 (Closure of Registered Record) |
Where any ground prescribed by the Rules of the Supreme Court arises, such as where ten years have passed since the date on which dissolution of a company or limited partnership was registered or a company or limited partnership was deemed dissolved, a registered record may be closed.
| Article 20 (Closed Registered Record) |
| (1) | Closed registered records shall be separately recorded and stored in an auxiliary memory unit, except as otherwise provided for in Acts (referring to this Act or other Acts; hereinafter the same shall apply). |
| (2) | Closed registered records shall be retained permanently. |
| (3) | Article 15 shall apply mutatis mutandis to perusal and certification of closed registered records. |
| (4) | Article 15 (1) shall apply mutatis mutandis to perusal of all or part of entries in a closed register on paper under Article 145 of the former Non-Contentious Case Procedure Act (referring to the Act before amended by Act No. 8569) and issuance of a certified copy of or an extract from the closed register. |
| Article 21 (Use, etc. of Computerized Register Information and Data) |
| (1) | The Minister of the National Court Administration may receive computerized data related to the performance of registration affairs from a State agency or local government. |
| (2) | Any person who intends to use or utilize registered matters of a register under Article 11 (1) and closed registered records under Article 20 (1) and computerized information and data regarding electronic certification under Article 17 (hereinafter referred to as "computerized register information and data") shall obtain approval from the Minister of the National Court Administration after his/her case is reviewed by the head of a related central administrative agency: Provided, That where the head of a related central administrative agency intends to use or utilize computerized register information and data, he/she shall consult with the Minister of the National Court Administration. |
| (3) | Necessary matters concerning the use or utilization of computerized register information and data, the fees for use, etc. shall be prescribed by the Rules of the Supreme Court. |
CHAPTER IV PROCEDURES FOR REGISTRATION
SECTION 1 General Provisions
| Article 22 (Registration Conducted upon Application) |
| (1) | Registration shall be conducted upon application by a relevant party or entrustment by a public office: Provided, That the foregoing shall not apply to cases where there are other provisions in Acts. |
| (2) | Except as otherwise provided for in Acts, the provisions concerning registration effected upon application shall apply mutatis mutandis to the procedures for registration effected upon entrustment. |
| (3) | Any person who intends to file for registration shall pay fees in accordance with the Rules of the Supreme Court. |
| Article 23 (Applicants for Registration) |
| (1) | Except as otherwise provided for in Acts, the representative of a company shall file for registration of the company. |
| (2) | Except as otherwise provided for in Acts, a person who has the authority to conduct affairs of and act for a limited partnership (hereinafter referred to as "general partner, etc.") shall file for registration of the limited partnership. |
| (3) | The representative of a foreign company in the Republic of Korea shall file for registration of the foreign company on its behalf. |
| Article 24 (Methods of Filing Applications for Registration) |
| (1) | An application for registration shall be filed by one of the following methods: <Amended by Act No. 13953, Feb. 3, 2016> |
| 1. | An applicant or his/her agent appears at a register and submits a document specifying application information and information on attachments: Provided, That where the agent is an attorney-at-law [including a law firm, a limited liability law firm, and a law firm partnership] or certified judicial scrivener (including a law firm, law firm (limited liability), and law firm partnership), its employee prescribed by the Rules of the Supreme Court may be permitted to appear at a register and submit the document; |
| 2. | An applicant or his/her agent sends a document specifying application information and information on attachments, via an electronic data processing system, as prescribed by the Rules of the Supreme Court (limited to a type of registration designated by the Minister of the National Court Administration). |
| (2) | Notwithstanding paragraph (1), for any of the following registration, an applicant or his/her agent may file for registration, by submitting a document specifying application information and information on attachments to a registry by mail: |
| 1. | Registration upon entrustment; |
| 2. | Registration at the location of a branch office on matters required to be registered both at the location of the head office and the location of the branch office of the company (hereinafter referred to as "matters required to be registered for both the head office and the branch office"). |
| (3) | Application information and information on attachments that an applicant is required to provide shall be prescribed by the Rules of the Supreme Court. |
| (4) | An applicant or his/her agent shall affix his/her name and seal (including an electronic signature prescribed by the Rules of the Supreme Court; hereinafter the same shall apply) to a document specifying application information (including an electronic document; hereinafter referred to as "application for registration"): Provided, That in cases prescribed by the Rules of the Supreme Court, a signature may be used in lieu of affixing a name and a seal. |
| Article 25 (Submission of Seal Impression) |
| (1) | A person required to affix his/her name and seal to an application for registration shall file his/her seal impression with a registry. The foregoing shall also apply to cases where he/she intends to change his/her seal. |
| (2) | Where an agent files an application for registration, paragraph (1) shall also apply to the person who has delegated such application. |
| (3) | Paragraph (1) shall not apply to registration falling under any of the following: <Amended by Act No. 15756, Sep. 18, 2018> |
| 1. | Registration upon entrustment; |
| 2. | Registration filed at the location of a branch office on matters required to be registered both for the head office and the branch office; |
| 3. | Provisional registration of a trade name under Article 38 (1); |
| 4. | Provisional registration of a trade name related to the relocation of the head office under Article 39 (1); |
| 5. | Registration of a minor under Article 47 (2) or (3); |
| 7. | Registration of relocation of the head office under Article 55 (1); |
| 8. | Registration of dissolution filed at the location of the head office under Article 63 (1) or 71 (1). |
| Article 26 (Rejection of Application) |
A registrar shall reject an application for registration by a decision stating the grounds therefor, only where the application falls under any of the following: Provided, That the foregoing shall not apply, where an error in the application may be corrected and the applicant corrects such error by the day after the date the registrar orders correction:
| 1. | Where the case is not under the jurisdiction of the registry; |
| 2. | Where the case is not a matter requiring registration; |
| 3. | Where the case is already been registered with the registry; |
| 4. | Where the applicant has no authority to file an application; |
| 5. | Where the applicant or his/her agent fails to appear at the registry when filing the application for registration pursuant to Article 24 (1) 1; |
| 6. | Where the provision of application information does not conform to the methods prescribed by this Act and the Rules of the Supreme Court; |
| 7. | Where a seal impression is not filed as prescribed by Article 25, or a seal impression affixed to a document to which the seal impression is required to be affixed, such as an application for registration, is different from the seal impression filed pursuant to the aforesaid Article; |
| 8. | Where the information on attachments necessary for registration is not provided; |
| 9. | Where the content of the application information and information on attachments, and the registered record related thereto (including closed registered records) are mutually inconsistent; |
| 10. | Where there are grounds for invalidation or cancellation in the matters to be registered; |
| 11. | Where the application has been filed without going through the registry that he/she is required to go through; |
| 12. | Where an application for any other registration required to be filed simultaneously has not been filed simultaneously; |
| 13. | Where the subject matter of the case is registration or provisional registration of a trade name that cannot be registered pursuant to Article 29; |
| 14. | Where the subject matter of the case is registration or provisional registration of a trade name, the use of which is prohibited pursuant to provisions of statutes; |
| 15. | Where a company, registration of a trade name of which has been cancelled, files an application for any other registration before registration of its trade name; |
| 17. | Where a registration licence tax for registration or a fee under Article 22 (3) is unpaid, or any other obligation imposed by other Acts in relation to an application for registration has not been peformed. |
| Article 27 (Filing an Application for Registration after Period for Filing a Suit Has Expired) |
Where there is any ground for invalidation or cancellation that may be asserted only by a suit in the matters to be registered but such suit has not been filed within the period for filing, subparagraph 10 of Article 26 shall not apply.
| Article 28 (Change of Administrative Districts) |
Where the administrative district or its name changes, the registration of change to the administrative district or its name recorded in the registered record shall be deemed effected.
SECTION 2 Registration of Trade Names
| Article 29 (Unregistrable Trade Names) |
No trade name same as a trade name registered by another merchant for the same type of business shall be registered in the same Special Metropolitan City, Metropolitan City, Special Self-governing City, Si (including an administrative Si; hereinafter the same shall apply) or Gun (excluding a Gun within the jurisdiction of a Metropolitan City; hereinafter the same shall apply).
| Article 30 (Matters Requiring Registration) |
The following matters shall be registered when registering a trade name:
| 2. | The location of a place of business; |
| 4. | The name, resident registration number, and domicile of the user of the trade name. |
| Article 31 (Registration of Relocation of Place of Business) |
Where a person who registered his/her trade name has relocated his/her place of business to an area under the jurisdiction of another registry, he/she shall file for the registration of the location of the new place of business and the date of the relocation at the location of the former place of business, and for the registration of the matters prescribed in the subparagraphs of Article 30 at the location of a new place of business.
| Article 32 (Registration of Changes, etc.) |
Any person who has registered his/her trade name shall file for the registration of change or disuse of his/her trade name, upon occurrence of any change in the matters prescribed in the subparagraphs of Article 30 or disuse of his/her trade name.
| Article 33 (Registration of Inheritance or Transfer of Trade Names) |
Where a person who has inherited or acquired a registered trade name
intends to continue to use such trade name, he/she shall file an application
for registration of inheritance or transfer of the trade name.
| Article 34 (Registration of Transferee's Exemption from Liabilities of Transferor of Business) |
| Article 35 (Application of Registration Filed by Successor) |
Where a person who has registered a trade name dies after the ground for registration arose, the successor may file an application for registration prescribed in the provisions of Articles 31 through 34.
| Article 36 (Cancellation of Registration of Trade Name upon Application Filed by Interested Parties) |
| (1) | Any person who has interest in the cancellation of a trade name may file an application for cancellation of the registration thereof pursuant to Article 27 of the Commercial Act. |
| (2) | The provisions of Articles 78 through 80 shall apply mutatis mutandis to a notice of ex officio cancellation of registration by a registrar where an application under paragraph (1) is filed, a decision on an objection filed, ex officio cancellation of registration by a registrar. |
| (3) | Where a registrar decides that the objection filed is reasonable pursuant to Article 79, which applies mutatis mutandis under paragraph (2), he/she shall reject the application prescribed in paragraph (1). |
| Article 37 (Registration of Trade Name of Company) |
| (1) | The trade name of a company shall not be separately registered in the register of trade names. |
| Article 38 (Provisional Registration of Trade Names Related to Incorporation of Stock Companies or Limited Liability Companies) |
| (1) | An incorporator or member (hereafter in this Section referred to as "incorporator, etc.") shall file an application for provisional registration of the trade name under Article 22-2 (1) of the Commercial Act with a registry having jurisdiction over the location of the head office. |
| (2) | Where an incorporator, etc. files for provisional registration of the trade name under paragraph (1), the following matters shall be registered: |
| 2. | The Special Metropolitan City, Metropolitan City, Special Self-governing City, Si or Gun where the head office will be located; |
| 4. | Names, resident registration numbers, and domiciles of all incorporators, etc.; |
| 5. | Period until the principal registration is filed. |
| (3) | The period prescribed in paragraph (2) 5 shall not exceed two years. |
| Article 39 (Provisional Registration of Trade Name Related to Relocation, etc. of Head Office) |
| 2. | The location of the head office; |
| 3. | Objectives (only applicable to provisional registration of a trade name provided in subparagraph 4 or 5); |
| 4. | In cases of provisional registration of a trade name related to the relocation of the head office, the Special Metropolitan City, Metropolitan City, Special Self-governing City, Si or Gun to which the head office will be relocated; |
| 5. | In cases of provisional registration of a trade name related to the change of the trade name, the new trade name that will be determined after the change; |
| 6. | In cases of provisional registration of a trade name related to the change in objectives, the new objectives that will be determined after the change; |
| 7. | In cases of provisional registration of a trade name related to the change of the trade name and objectives, the new trade name and objectives that will be determined after the change; |
| 8. | Period until he/she files for the principal registration. |
| (2) | In cases of provisional registration related to the relocation of the head office, the period prescribed in paragraph (1) 8 shall not exceed two years, and in cases of provisional registration of a trade name related to the change of the trade name or objectives, or the trade name and objectives, the period shall not exceed one year. |
| Article 40 (Registration of Change of Provisional Registration of Trade Name) |
| (1) | An incorporator, etc. or a company that has filed for provisional registration of a trade name may file an application for registration extending the period prescribed in Article 38 (2) 5 or 39 (1) 8 (hereinafter referred to as "scheduled period"): Provided, That the aggregate period of the original scheduled period and the extended period shall not exceed the respective period prescribed in Article 38 (3) or 39 (2). |
| (2) | Upon any change in the registered matters prescribed in Article 38 (2) 3 or 4, the incorporator, etc. shall file an application for registration of such change. |
| (3) | Upon any change in the registered matters prescribed in Article 39 (1) 1 through 3, the company shall file an application for registration of such change: Provided, That the foregoing shall not apply to cases falling under Article 42 (1) 1 or 2. |
| Article 41 (Deposit for Provisional Registration of Trade Name) |
When a person files an application for provisional registration of a trade name or for registration extending a scheduled period pursuant to Article 40 (1), he/she shall place a deposit of up to ten million won as prescribed by the Rules of the Supreme Court.
| Article 42 (Application for Cancellation of Provisional Registration of Trade Name) |
| (1) | In any of the following cases, the company or the incorporator, etc. shall file an application for cancellation of provisional registration of the trade name: |
| 1. | In cases of provisional registration of a trade name related to the incorporation of a stock company or limited liability company, the relocation of the head office and changes in objectives, when the trade name is changed; |
| 2. | In cases of the provisional registration of a trade name related to the change of the trade name or objectives or the trade name and objectives, when the head office is relocated to another Special Metropolitan City, Metropolitan City, Special Self-governing City, Si or Gun; |
| 3. | When the provisional registration of a trade name becomes unnecessary. |
| Article 43 (Ex Officio Cancellation of Provisional Registration of Trade Name) |
In any of the following cases, a registrar shall cancel the provisional registration of a trade name ex officio:
| 1. | Where the company or incorporator, etc. has filed for principal registration within the scheduled period; |
| 2. | Where the scheduled period has expired without principal registration. |
| Article 44 (Recovery, etc. of Deposits) |
| (1) | Where a company or incorporator, etc. files for principal registration within the scheduled period, the company or the incorporator, etc. may recover a deposit: Provided, That the foregoing shall not apply to cases where the provisional registration of the trade name falls under Article 42 (1) 1 or 2. |
| (2) | Where the provisional registration of the trade name is cancelled, the deposit shall become vested in the National Treasury: Provided, That the foregoing shall not apply to cases where the company or the incorporator, etc. may recover the deposit pursuant to paragraph (1). |
| Article 45 (Relationship between Provisional Registration of Trade Name, and Unregistrable Trade Name) |
When applying Article 29, the provisional registration of a trade name shall be deemed registration of a trade name.
SECTION 3 Registration of Incompetent Person and Legal Representative
| Article 46 (Matters Required to be Registered, etc. for Registration of Minor) |
| (1) | Where a person files for registration of a minor under Article 6 of the Commercial Act, the following matters shall be registered: <Amended by Act No. 15756, Sep. 18, 2018> |
| 1. | The fact that the minor is registered for registration of minors; |
| 2. | The name, resident registration number and domicile of the minor; |
| 3. | The location of the place of business; |
| (2) | Articles 31 and 32 shall apply mutatis mutandis to cases where any change occurs in the matters required to be registered under the subparagraphs of paragraph (1). |
| Article 47 (Applicant for Registration of Minor) |
| (1) | An application for registration of a minor shall be filed by the minor. <Amended by Act No. 15756, Sep. 18, 2018> |
| (2) | An application for registration of extinction after revocation of permission for business, or for registration of change after restriction is placed on permission for business, may be filed even by a legal representative. |
| (3) | An application for registration of extinction after the death of a minor shall be filed by a legal representative. <Amended by Act No. 15756, Sep. 18, 2018> |
| (4) | When a minor attains majority, a registrar may conduct the registration of extinction ex officio. |
| Article 48 (Matters Required to be Registered, etc. for Registration of Legal Representative) |
| (1) | For the registration of a legal representative under Article 8 of the Commercial Act, the following matters shall be registered: <Amended by Act No. 15756, Sep. 18, 2018> |
| 1. | The name, resident registration number and domicile of the legal representative; |
| 2. | The name, resident registration number and domicile of the person of limited legal capacity; |
| 3. | The location of the place of business; |
| (2) | Articles 31 and 32 shall apply mutatis mutandis to cases where any change occurs in the matters required to be registered under the subparagraphs of paragraph (1). |
| Article 49 (Applicant for Registration of Legal Representative) |
| (1) | An application for registration of a legal representative shall be filed by the legal representative. |
| (2) | When a person of limited legal capacity becomes competent, the person of limited legal capacity may also file an application for registration of extinction: Provided, That when a minor attains majority, a registrar may file the registration of extinction ex officio. <Amended by Act No. 15756, Sep. 18, 2018> |
| (3) | An application for registration of extinction after retirement of a legal representative may be filed even by a new legal representative. |
| (4) | An application for registration of extinction after the death of the legal representative shall be filed by a new legal representative. |
SECTION 4 Registration of Manager
| Article 50 (Matters Required to be Registered, etc.) |
| (1) | When registering a manager, the following matters shall be registered: |
| 1. | The name, resident registration number and domicile of the manager; |
| 2. | The name, resident registration number and domicile of the business owner; |
| 3. | Where the business owner conducts two or more types of business with two or more trade names, the business that the manager will conduct on behalf of the business owner and the trade name to be used; |
| 4. | The place to which the manager is assigned; |
| 5. | Where there is any provision requiring two or more managers to jointly exercise the right of representation, the relevant provision. |
| (2) | Articles 31 and 32 shall apply mutatis mutandis to cases where there is any change in the matters required to be registered under the subparagraphs of paragraph (1). |
| Article 51 (Registration of Manager of Company, etc.) |
| (1) | The manager of a company shall be registered in the registery of the company and the manager of a limited partnership shall be registered in the register of the limited partnership. |
| (2) | For the registration prescribed in paragraph (1), matters prescribed in Article 50 (1) 2 and 3 shall not be registered. |
| (3) | Where the head office (in case of a limited partnership, referring to the principal place of business; hereafter the same shall apply in this paragraph) or the branch office to which the manager of a company or limited partnership is assigned is relocated, changed or closed, an application for the registration of the relocation, change or closure of the head office or the branch office and an application for the registration of the relocation, change or closure of the place to which the manager is assigned shall be filed simultaneously. |
SECTION 5 Registration of Limited Partnership
| Article 52 (Matters Required to be Registered, etc. in Cases Where General Partner, etc. is Corporation) |
| (2) | Where there is any change in the matters concerning the person who will perform the duties prescribed in paragraph (1), such change shall be registered. |
| Article 53 (Application Mutatis Mutandis of Provisions concerning Company) |
SECTION 6 Registration of Company
| Article 54 (Matters Required to be Registered for Registration of Relocation of Head Office) |
When registering relocation of the head office at the location of the new head office, the date of the incorporation of the company, the purport of the relocation of the head office and the date of the relocation shall also be registered.
| Article 55 (Application for Registration of Relocation of Head Office) |
| (1) | Where the head office has been relocated to a district under the jurisdiction of another registry, an application for registration filed at the location of the new head office shall be filed through the registry having jurisdiction over the location of the former head office. |
| (2) | An application for registration filed at the location of the new head office under paragraph (1) and an application for registration filed at the location of the former head office shall be filed with the registry having jurisdiction over the location of the former head office simultaneously. |
| Article 56 (Processing of Applications for Registration of Relocation of Head Office) |
| (1) | Where there is a ground falling under any of the subparagraphs of Article 26 in the applications for registration under Article 55 (2), the registrar shall reject the applications entirely. |
| (2) | Except in cases falling under paragraph (1), the registry having jurisdiction over the location of the former head office shall notify, without delay, the registry having jurisdiction over the location of the new head office of the purport that an application for registration under Article 55 (1) has been filed via an electronic data processing system, and shall send the record regarding the seal impression to the registry having jurisdiction over the location of the new head office via an electronic data processing system. |
| (3) | The registrar of the registry having jurisdiction over the location of the new head office shall be deemed to have received an application for registration prescribed in Article 55 (1) upon arrival of the notice prescribed in paragraph (2). |
| (4) | When the registry having jurisdiction over the location of the new head office effects the registration under Article 55 (1) after receiving the notice under paragraph (2) or rejects an application for such registration, it shall notify, without delay, the registry having jurisdiction over the location of the former head office of the purport thereof via an electronic data processing system. |
| (5) | The registry having jurisdiction over the location of the former head office shall not effect registration of the relocation of the head office until it receives a notice that the registration has been effected pursuant to paragraph (4). |
| (6) | When the registry having jurisdiction over the location of the new head office rejects an application for registration under Article 55 (1), an application for registration filed at the location of the former head office shall also be deemed rejected. |
| Article 57 (Matters Required to be Registered for Registration of Establishment or Relocation of Branch Office) |
When the establishment of a branch office is registered at the location of a branch office or the relocation of a branch office is registered at the location of the new branch office, the date of the incorporation of the company, the purport of the establishment or relocation of the branch office and the date of the establishment or relocation shall also be registered.
| Article 58 (Application for Registration Filed at Location of Branch Office) |
| (1) | Where the registry having jurisdiction over the location of the head office of the company is different from the registry having jurisdiction over the location of a branch office, an application for registration to be filed at the location of the branch office concerning matters required to be registered both for the head office and the branch office may be filed with the registry having jurisdiction over the location of the head office, as prescribed by the Rules of the Supreme Court. |
| (2) | An application for registration under paragraph (1) and an application for registration at the location of the head office shall be filed simultaneously. |
| Article 59 (Processing of Applications for Registration Filed at Location of Branch Office) |
| (1) | Where there is a ground falling under any subparagraph of Article 26 in an application for registration under Article 58 (1), the registrar of the registry having jurisdiction over the location of the head office shall reject such application. |
| (2) | Where an application under Article 58 (1) is filed, when the registry having jurisdiction over the location of the head office has registered matters required to be registered at the location of the head office, it shall notify, without delay, the registry having jurisdiction over the location of a branch office of the purport that an application for registration under the aforesaid paragraph has been filed via an electronic data processing system: Provided, That the foregoing shall not apply to cases where it has rejected such application pursuant to paragraph (1). |
| (3) | In cases falling under the main sentence of paragraph (2), when an application filed under Article 58 (1) is an application for registration of establishment, the registry having jurisdiction over the location of the head office shall also notify the date of the incorporation of the company. |
| (4) | The registrar of the registry having jurisdiction over the location of a branch office shall be deemed to have received an application for registration under Article 58 (1) upon arrival of the notice under paragraphs (2) and (3). |
| Article 60 (Matters Required to be Registered, etc. for Registration of Dissolution) |
| (1) | When registering dissolution, the purport of, grounds for and the date of dissolution shall be registered. |
| (2) | An application for registration of dissolution and an application for registration of appointment of a liquidator after dissolution shall be filed simultaneously. |
| Article 61 (Matters Required to be Registered, etc. for Registration of Continuation) |
When registering continuation of the company, the purport of the continuation of the company and the date thereof shall be registered.
| Article 62 (Matters Required to be Registered, etc. for Registration after Merger) |
| (1) | Where registering change or incorporation after merger, the trade name and the head office of the company that ceases to exist (hereinafter referred to as "non-surviving company") after merger and the purport of the merger shall also be registered. In such cases, when registering change after merger at the location of its branch office, the date of the merger shall also be registered. |
| (2) | When registering dissolution after merger, the trade name and the head office of the company that survives merger (hereinafter referred to as "surviving company") or the company established by merger (hereinafter referred to as "newly established company") and the non-surviving company, and the purport of the merger and the date of the merger shall also be registered. |
| Article 63 (Application for Registration of Dissolution after Merger) |
| (1) | An application for registration of dissolution after merger shall be filed by the representative of a surviving company or newly established company on behalf of the non-surviving company. |
| (2) | Where the surviving company or newly established company does not have the head office within the jurisdiction of the registry, an application for registration under paragraph (1) at the location of the head office shall be filed through the registry having jurisdiction over the location of the head office. |
| (3) | An application for registration of change or incorporation under Article 62 (1) at the location of the head office and an application for registration of dissolution under paragraph (1) shall be simultaneously filed with the registry having jurisdiction over the location of the head office of the surviving company or newly established company. |
| Article 64 (Processing of Applications for Registration of Dissolution after Merger) |
| (1) | Where there is a ground falling under any subparagraph of Article 26 in the applications for registration prescribed in Article 63 (3), the registrar shall reject the application entirely. |
| (2) | Where the registry having jurisdiction over the location of the head office of the surviving company or newly established company has effected registration of change or incorporation, it shall notify, without delay, the registry having jurisdiction over the location of the head office of the non-surviving company of the date of registration and the purport that an application for registration under Article 63 (1) has been filed via an electronic data processing system. |
| (3) | The registrar of the registry having jurisdiction over the location of the head office of the non-surviving company shall be deemed to have received an application for registration under Article 63 (1) upon arrival of the notice under paragraph (2). |
| Article 65 (Matters Required to be Registered for Registration after Change of Organization) |
| (1) | When registering the incorporation of the company after the change of organization, the date of establishment of the company before the change, the trade name and the head office of the company before the change, and the purport of changing organization shall also be registered. |
| (2) | When registering dissolution of the company before the change after change of organization, the trade name and the head office of the company after the change, the purport of changing organization and the date of changing organization shall also be registered. |
| Article 66 (Application for Registration after Change of Organization) |
An application for registration of incorporation after change of organization and an application for registration of dissolution shall be filed simultaneously.
| Article 67 (Processing of Application for Registration after Change of Organization) |
Where there is any ground falling under any subparagraph of Article 26 in the applications for registration under Article 66, the registrar shall reject the applications entirely.
| Article 68 (Matters Required to be Registered, etc. Where Representative of Limited Liability Company is Corporation) |
| (1) | Where the representative of a limited liability company is a corporation, in addition to the matters prescribed in the subparagraphs of Article 253 (1) of the Commercial Act or the matters prescribed in the subparagraphs of Article 287-5 (1) of the aforesaid Act, the name, resident registration number and domicile of the person to perform the duties of the representative shall be registered. |
| (2) | Upon occurrence of any change in the matters concerning the person who will perform the duties prescribed in paragraph (1), such change shall be registered. |
| Article 69 (Matters Required to be Registered for Stock Options) |
| Article 70 (Matters Required to be Registered for Registration after Division, or Division and Merger) |
| (1) | When registering incorporation of a company established after division, or division and merger (hereinafter referred to as "newly established company after division"), the trade name and head office of the company surviving division, or division and merger (hereinafter referred to as "surviving company after division") or non-surviving company after division, or division and merger (hereinafter referred to as "non-surviving company after division"), and the purpose of division, or division and merger shall also be registered. |
| (2) | When registering changes in the counterpart company of division and merger that acquires the divided segment after division and merger (hereinafter referred to as "acquiring company after division and merger"), the trade name and head office of the surviving company after division or the non-surviving company after division, and the purport of division and merger shall also be registered. In such cases, when the changes in the acquiring company after division and merger are registered at the location of its branch office, the date of division and merger shall also be registered. |
| (3) | When registering changes in the surviving company after division or registering dissolution of the non-surviving company after division, the trade name and head office of the newly established company after division or the acquiring company after division and merger, the purport of division, or division and merger, and the date of division, or division and merger shall also be registered. In such cases, where part of the company divided is merged with another company or part of another company to incorporate a new company, the trade name and head office of such another company shall also be registered. |
| Article 71 (Application for Registration after Division, or Division and Merger) |
| (1) | The representative of the newly established company after division or acquiring company after division and merger shall file an application for registration of dissolution after division, or division and merger on behalf of the non-surviving company after division. |
| (2) | An application for registration under Article 70 (3) at the location of the head office shall be filed via the registry having jurisdiction over the location of the head office when the newly established company after division or the acquiring company after division and merger does not have its head office within the jurisdiction of the registry. |
| (3) | An application for registration of the incorporation, change or dissolution of the newly established company after division, acquiring company after division and merger, surviving company after division or non-surviving company after division at the location of the head office shall be filed with the registry having jurisdiction over the head office of the newly established company after division or acquiring company after division and merger simultaneously. |
| Article 72 (Processing of Applications for Registration after Division, or Division and Merger) |
| (1) | Where there is any ground falling under any subparagraph of Article 26 in any of the applications for registration under Article 71 (3), the registrar shall reject the applications entirely. |
| (2) | Where the incorporation or change after division, or division and merger has been registered with the registry having jurisdiction over the head office of the newly established company after division or acquiring company after division and merger, the aforesaid registry shall notify, without delay, the registry having jurisdiction over the location of the head office of the surviving company after division or non-surviving company after division of the date of the registration of the incorporation or change and the purport that an application for registration under Article 70 (3) has been filed via an electronic data processing system. |
| (3) | The registrar of the registry having jurisdiction over the location of the head office of the surviving company after division or non-surviving company after division shall be deemed to have received an application for registration under Article 70 (3) upon arrival of the notice prescribed in paragraph (2). |
| Article 73 (Registration of Dissolution of Dormant Companies) |
| (2) | When the registrar has conducted registration under paragraph (1), he/she shall notify, without delay, the registry having jurisdiction over the location of a branch office of the purport thereof via an electronic data processing system. |
| (3) | The registrar who has received a notice under paragraph (2) shall effect registration of dissolution without delay. |
| Article 74 (Matters Required to be Registered concerning Method of Giving Notices by Foreign Companies) |
Where the same type of company as, or the most similar company to, a foreign company in the Republic of Korea is a stock company, the foreign company shall also register the method of giving notices in the Republic of Korea under Article 616-2 of the Commercial Act.
SECTION 7 Correction and Cancellation of Registration
| Article 75 (Application for Registration of Correction) |
Where there is any error or omission in the registration, the person concerned with the registration may apply for correction of the registration.
| Article 76 (Ex Officio Correction of Registration) |
| (1) | Where a registrar discovers any error or omission in the registration after he/she has completed the registration, he/she shall notify the person who has filed the registration of such fact without delay: Provided, That the foregoing shall not apply to cases where the error or omission is attributable to the registrar. |
| (2) | Where the error or omission in the registration is attributable to the registrar, he/she shall correct the registration ex officio without delay, and notify the person who has filed the registration of such fact. |
| Article 77 (Application for Cancellation of Registration) |
Where registration falls under any of the following, the party to the registration may file an application for cancellation of the registration:
| 1. | Where there is any ground falling under subparagraphs 1 through 3 of Article 26; |
| 2. | Where there is any ground for invalidation in the registered matters (excluding cases where the invalidation may be asserted only by a suit). |
| Article 78 (Notification, etc. of Ex Officio Cancellation of Registration) |
| (1) | Where a registrar discovers that registration falls under any subparagraph of Article 77 after completion of the registration, he/she shall notify the person who has filed for registration of the purport that the registration will be cancelled unless he/she raises an objection within a fixed period not exceeding one month. |
| (2) | Where the registrar is unable to ascertain the domicile or residence of the person who is to receive a notice under paragraph (1), the registrar may post such notice on the bulletin board at the registry for a period provided in paragraph (1) or publicly announce such notice as prescribed by the Rules of the Supreme Court, in lieu of notice under paragraph (1). |
| Article 79 (Decision on Objection) |
Where any person raises an objection against cancellation under Article 78 (1), a registrar shall make a decision on such objection.
| Article 80 (Ex Officio Cancellation of Registration) |
Where no person raises an objection within the period provided for in Article 78 (1) or a registrar rejects an objection, he/she shall cancel the registration under the aforesaid paragraph ex officio.
| Article 81 (Ex Officio Cancellation of Registration at Location of Branch Office) |
| (1) | The provisions of Article 78 through 80 shall apply mutatis mutandis to the registration of matters required to be registered both for the head office and a branch office, which shall be limited to the registration at the location of the head office. In such cases, where the registrar has cancelled the registration at the location of the head office, he/she shall notify the registry having jurisdiction over the location of a branch office of the purport thereof without delay. |
| (2) | The registrar who has received a notice under the latter part of paragraph (1) shall cancel the registration at the location of a branch office without delay. |
| (3) | Where there is any ground for cancellation in the registration filed only with the registry having jurisdiction over the location of a branch office or there is any ground for cancellation in the registration filed only at the location of the branch office concerning registration of matters required to be registered both for the head office and the branch office, the registrar of the registry having jurisdiction over the location of the branch office shall proceed with the procedures prescribed in the provisions of Articles 78 through 80. |
CHAPTER V FILING OBJECTIONS, ETC.
| Article 82 (Filing Objections and Jurisdictions therefor) |
Any person who has an objection against a registrar's decision or disposition may file an objection with the competent district court.
| Article 83 (Methods of Filing Objections) |
An objection prescribed in Article 82 (hereinafter referred to as "objection") shall be filed by submitting a written objection to a registry, as prescribed by the Rules of the Supreme Court.
| Article 84 (Prohibition of Filing Objections on Grounds of New Facts) |
No person shall file any objection on the grounds of a new fact or new method of proof.
| Article 85 (Measures Taken by Registrar) |
| (1) | Where a registrar deems an objection reasonable, he/she shall take corresponding measures. |
| (2) | Where a registrar deems an objection groundless, he/she shall forward the objection to the competent district court along with his/her opinion within three days. |
| (3) | Where an objection is filed after completion of registration, the registrar shall send the written objection to the competent district court along with his/her opinion within three days, and notify the person who has filed for the registration of the fact that an objection has been filed: Provided, That where an objection is filed against registration already completed on any ground falling under any subparagraph of Article 77, the registrar shall cancel the registration ex officio through the procedures prescribed in the provisions of Articles 78 through 80 if he/she deems the objection reasonable. |
| Article 86 (No Effect of Suspending Execution) |
Objections shall have no effect of suspending execution.
| Article 87 (Decision on and Complaint against Objections) |
| (1) | The competent district court shall make a decision on an objection, specifying reasons therefor. In such cases, where it deems the objection reasonable, it shall order a registrar to take corresponding measures, and notify the person who has filed the objection and the person who has filed the registration of the purport thereof. |
| Article 88 (Supplementary Registration Order before Disposition) |
The competent district court may order a registrar to conduct supplementary registration of the purport that an objection has been filed before it makes a decision on the objection under Article 85 (3).
| Article 89 (Methods of Registration by Order of Competent Court) |
Where a registrar conducts registration by order of the competent district court pursuant to Article 87 (1), he/she shall record the district court that issued the order, the date the order was issued, the purport that he/she conducts registration upon order of the district court, and the date of registration.
| Article 90 (Service, etc.) |
| (1) | The provisions of the Civil Procedures Act shall apply mutatis mutandis to service. |
| Article 91 (Delegation to Rules of Supreme Court) |
Matters necessary for the enforcement of this Act shall be prescribed by the Rules of the Supreme Court.
ADDENDA
Article 1 (Enforcement Date)
This Act shall enter into force six months after the date of its promulgation.
Article 2 (General Applicability)
This Act shall apply beginning with the first registration filed pursuant to this Act after this Act enters into force.
Article 3 (Applicability to Period of Retainment of Closed Registered Records)
The amended provision of Article 20 (2) shall also apply to the closed registered records the period of retainment of which under the previous provision has not expired and which are registered records closed pursuant to the previous provision at the time this Act enters into force. Article 4 Omitted.
Article 5 (Relationship with Other Statutes)
| (1) | Where any provision of the previous Commercial Registration Act has been cited by other statutes at the time this Act enters into force, the corresponding provision of this Act, if any, shall be deemed cited in lieu of the previous provision. |
| (2) | Where a certified copy of or an extract from a register is provided for in other statutes, a certificate of registered matters under Article 15 shall be deemed cited. |
ADDENDA <Act No. 13953, Feb. 3, 2016>
Article 1 (Enforcement Date)
This Act shall enter into force six months after the date of its promulgation.
Articles 2 through 8 Omitted.
ADDENDUM <Act No. 15756, Sep. 18, 2018>
This Act shall enter into force three months after the date of its promulgation.