CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT
Act No. 6275, Oct. 23, 2000
Amended by Act No. 6429, Mar. 28, 2001
Act No. 6891, May 29, 2003
Act No. 7428, Mar. 31, 2005
Act No. 8852, Feb. 29, 2008
Act No. 9584, Apr. 1, 2009
Act No. 10303, May 17, 2010
Act No. 10522, Mar. 31, 2011
Act No. 10685, May 19, 2011
Act No. 10682, May 19, 2011
Act No. 12260, Jan. 14, 2014
Act No. 14242, May 29, 2016
Act No. 14819, Apr. 18, 2017
Act No. 15022, Oct. 31, 2017
Act No. 15145, Nov. 28, 2017
Act No. 16652, Nov. 26, 2019
Act No. 16957, Feb. 4, 2020
Act No. 17799, Dec. 29, 2020
Act No. 18118, Apr. 20, 2021
CHAPTER I GENERAL PROVISIONS
The purpose of this Act is to smoothly facilitate the corporate restructuring by prescribing matters necessary to establish and run corporate restructuring investment companies incorporated to normalize the management of companies which are considered viable despite their worsened financial positions and to efficiently clean up credits held by financial institutions to such companies.
The terms used in this Act are defined as follows: <Amended on Mar. 28, 2001; May 17, 2010; Mar. 31, 2011; May 19, 2011; May 29, 2016; Nov. 26, 2019>
| 1. | The term "creditor financial institution" means a person who holds credits to companies contracted for corporate restructuring and falls under any of the following items: |
| (e) | Deleted; <May 19, 2011> |
| (g) | Deleted; <May 19, 2011> |
| (i) | Deleted; <May 19, 2011> |
| (l) | Deleted; <May 19, 2011> |
| (m) | The Korea Assets Management Corporation set up under the Act on the Establishment of Korea Asset Management Corporation; |
| (p) | Any other person who runs financial business under other Acts and who is prescribed by Presidential Decree. |
| 2. | The term "company contracted for corporate restructuring" means a company (including any domestic corporation under Article 45 (1) of the Restriction of Special Taxation Act) which is considered viable despite its worsened financial position and also is in fact striving to put its management back on track by preparing a plan for improving its business performance and entering a contract with creditor financial institutions for improving its business performance through the process of negotiations and adjustments with such creditor financial institutions; |
| 3. | The term "corporate restructuring investment company" means a company incorporated under this Act to operate its assets by investing in companies contracted for corporate restructuring and purchasing assets contracted for corporate restructuring with the aim of normalizing the management of such companies and to distribute revenues therefrom to its stockholders; |
| 4. | The term "assets management company" means a person who is entrusted by a corporate restructuring investment company with the business of managing, operating and disposing of assets of the latter and is registered with the Financial Supervisory Commission in accordance with the provisions of Article 42 (1); |
| 5. | The term "assets custody company" means a person who is entrusted by a corporate restructuring investment company with the business of having the custody of assets of the latter and other related business, and is prescribed in Article 50 (2); |
| 6. | The term "company entrusted with general administrative affairs" means a person who is entrusted by a corporate restructuring investment company with the performance of general administrative affairs with respect to the operation of the latter and is prescribed in Article 52 (2); |
| 7. | The term "securities, etc." means what falls under any of the following items: |
| (b) | Bills or bonds issued, sold or brokered by such financial institutions as prescribed by Presidential Decree; |
| 8. | The term "assets contracted for corporate restructuring" means assets falling under any of the following items: |
| (a) | Securities, etc. issued by any company contracted for corporate restructuring and held by creditor financial institutions, and security rights related thereto; |
| (b) | Claims on credits, financial claims and security rights related thereto held by creditor financial institutions to a company contracted for corporate restructuring, which have entered into a contract with such company for improving its business performance. |
CHAPTER II CORPORATE RESTRUCTURING INVESTMENT COMPANY
SECTION 1 Incorporation and Registration
| Article 3 (Incorporation Method and Duration) |
| (1) | Every corporate restructuring investment company shall be incorporated by promoters. |
| (2) | The duration of any corporate restructuring investment company shall not be more than 5 years. Where the need exists for extending such duration and a resolution to that effect is adopted at a general meeting of stockholders of such corporate restructuring investment company, the duration may be extended within the limit of one year. |
| (1) | Promoters of a corporate restructuring investment company shall not be less than 3 persons, but not less than 2 persons from creditor financial institutions shall be included in such promoters. |
| (2) | A person falling under any of the following subparagraphs shall be prohibited from becoming a promoter: <Amended on Mar. 31, 2005; Apr. 18, 2017> |
| 1. | A minor, a person under adult guardianship or a person under limited guardianship; |
| 2. | A person declared bankrupt who is not yet reinstated; |
| 3. | A person who has been sentenced to imprisonment without prison labor or a heavier punishment or to a fine or a heavier punishment under this Act or such other finance-related Acts and subordinate statutes as prescribed by Presidential Decree (including foreign Acts and subordinate statutes corresponding thereto; hereinafter the same shall apply) and for whom five years have yet to elapse from the date on which the execution of the sentence was terminated (including the case where the execution of the sentence is deemed to have been terminated) or exempted; |
| 4. | A person who is in a stay period after having been sentenced to a stay of the execution of imprisonment without prison labor or a heavier punishment; |
| 5. | A person who worked as an officer or an employee of a corporation or a company whose business license, authorization or registration, etc. was revoked in accordance with this Act or such other finance-related Acts and subordinate statutes as prescribed by Presidential Decree (limited to any person, prescribed by Presidential Decree, who was directly or correspondingly responsible for the cause of revocation) and for whom five years have yet to elapse from the date of revocation; |
| 6. | A person who was dismissed or removed from office for a violation of this Act or such other finance-related Acts and subordinate statutes as prescribed by Presidential Decree and for whom five years have yet to elapse from the date of such dismissal or removal. |
| Article 5 (Articles of Incorporation) |
Promoters who intend to incorporate a corporate restructuring investment company shall prepare the articles of incorporation listing matters falling under each of the following subparagraphs and subscribe their names and affix their seals to or sign the articles of incorporation:
| 3. | Total number of stocks to be issued; |
| 4. | Total number of stocks to be issued at the time of incorporation and their issue value; |
| 6. | Basic direction toward operating assets; |
| 7. | Matters relating to appraisal of assets; |
| 8. | Matters relating to distribution of profits; |
| 10. | Method of publication; |
| 11. | Standards for remunerations for directors and an auditor; |
| 12. | Outline of a contract on entrustment of assets operation which the corporate restructuring investment company intends to enter into with an assets management company (including standards for remunerations to be paid to such assets management company); |
| 13. | Outline of a contract on entrustment of custody business which the corporate restructuring investment company intends to enter into with an assets custody company. |
| Article 6 (Incorporation Registration) |
| (1) | The incorporation registration of any corporate restructuring investment company shall be made within two weeks from the date on which procedures as prescribed in Articles 299 and 300 of the Commercial Act were completed. |
| (2) | Matters to be entered in the incorporation registration made in accordance with paragraph (1) shall be as follows: |
| 1. | Matters of subparagraphs 1 through 5, 9, and 10 of Article 5; |
| 2. | If the articles of incorporation stipulate the cause of dissolution, details thereof; |
| 3. | Names and resident registration numbers of directors and an auditor; |
| 4. | Names and domiciles of transfer agents. |
| (3) | Where the incorporation registration is made in accordance with paragraph (1), documents prescribed by Presidential Decree shall be appended. |
| Article 7 (Organization, etc.) |
| (1) | Every corporate restructuring investment company shall be prohibited from setting up any office of business except for its principal office and hiring any employee or standing officer to work for such office of business. |
| (2) | Every corporate restructuring investment company shall be subject to the application of the Commercial Act, except as specially provided for in this Act. |
| Article 8 (Registration of Corporate Restructuring Investment Company) |
| (1) | Any corporate restructuring investment company shall, when it intends to run the business of each subparagraph of Article 11, register matters falling under each of the following subparagraphs with the Financial Supervisory Commission: |
| 1. | Matters of subparagraphs 1 through 8 of Article 5; |
| 2. | Names and resident registration numbers of directors and an auditor; |
| 3. | A name of an assets management company and outline of a contract on entrustment of assets operation; |
| 4. | A name of an assets custody company and a name of a company entrusted with general administrative affairs; |
| 5. | If the articles of incorporation stipulate the cause of dissolution, details thereof. |
| (2) | Any corporate restructuring investment company shall, when it intends to make registration in accordance with paragraph (1), file with the Financial Supervisory Commission an application for registration, appended by documents falling under each of the following subparagraphs: |
| 1. | Articles of association; |
| 2. | A certified copy of corporation register book; |
| 3. | Documents attesting the payment of shares; |
| 4. | Copies of contracts on entrustment of business entered into with an assets management company, an assets custody company and a company entrusted with general administrative affairs. |
| Article 9 (Requirements for Corporate Restructuring Investment Company to Register) |
| (1) | Any corporate restructuring investment company that intends to make registration in accordance with Article 8 (1) shall meet requirements falling under each of the following subparagraphs: |
| 1. | It is required to be a stock company set up under this Act; |
| 2. | The capital is required not to be less than 500 million won, the amount of which is not less than what is prescribed by Presidential Decree, at the time that registration is filed; |
| 3. | Directors and auditors are required not to fall under disqualifications described in Articles 4 (2) and 17 (2); |
| 4. | An assets management company, with which the corporate restructuring investment company has entered into a contract on entrustment of assets operation, is required to be a person consistent with Article 42 and not in a period of business suspension; |
| 5. | Contents of registration application documents are required not to be in contravention of this Act or orders issued by this Act; |
| 6. | Registration application documents are required not to have false entries or omit the entry of the important fact. |
| (2) | The Financial Supervisory Commission shall, when any corporate restructuring investment company, which has filed a registration application, is found to meet the registration requirements referred to in paragraph (1), enter its registration in the register book and serve a notice thereof, without delay, on such corporate restructuring investment company. |
| (3) | The Financial Supervisory Commission may, where any corporate restructuring investment company, which has filed a registration application, is found not to meet the registration requirements referred to in paragraph (1), deny its registration and where documents appended by the registration application are found to be insufficient, ask the applicant to supplement such documents for a fixed period. In such cases, the Financial Supervisory Commission shall notify, without delay, in writing the applicant, expressly giving reasons thereof. |
| (4) | The Financial Supervisory Commission shall offer the register book of corporate restructuring investment companies, etc. for public perusal. |
| Article 10 (Alteration Registration) |
| (1) | Any corporate restructuring investment company shall, where there is any change in matters registered under Article 8 (1), register such change with the Financial Supervisory Commission within 2 weeks from the date on which such change was found: Provided, That the same shall not apply to a change in minor matters prescribed by the Financial Supervisory Commission. |
| (2) | The provisions of Article 9 (2) and (3) shall apply mutatis mutandis to the registration of any changed matters under paragraph (1). |
| Article 11 (Scope of Business of Corporate Restructuring Investment Company) |
Any corporate restructuring investment company shall be prohibited from running any business except for the business falling under each of the following subparagraphs:
| 1. | Management, operation and disposal of assets owned by such a corporate restructuring investment company; |
| 2. | Borrowing of funds and issue of bonds under Article 20; |
| 3. | Conclusion of contracts, etc. necessary to perform the business of subparagraphs 1 and 2; |
| 4. | Business incidental to the business of subparagraphs 1 through 3; |
| 5. | Other business, prescribed by Presidential Decree, necessary to perform the business of normalizing the management of companies contracted for corporate restructuring. |
SECTION 2 Directors and Auditors
| Article 12 (Qualifications of Director) |
Any person falling under each of the following subparagraphs shall be disqualified from becoming a director:
| 1. | A person who falls under any subparagraph of Article 4 (2); |
| 2. | A person who holds not less than 1/100 of the total number of stocks issued by an assets management company (hereinafter referred to as a "major stockholder") and the specially related person prescribed by Presidential Decree; |
| 3. | A person who has continued to be remunerated by an assets management company. |
| Article 13 (Duties of Director) |
| (1) | Any director shall, when he/she intends to perform the business relating to matters falling under any of the following subparagraphs, go through a resolution of the board of directors: |
| 1. | Conclusion of contracts on the entrustment of business with an assets management company, an assets custody company and a company entrusted with general administrative affairs, and on changes thereof; |
| 2. | Payments of remunerations accruing from assets management, commissions accruing from custody of assets and expenses sustained in the course of management or custody of assets; |
| 3. | Matters relating to issue of bonds and borrowing of funds; |
| 4. | Other matters, prescribed by the articles of incorporation, which are recognized as important to operations of a corporate restructuring investment company. |
| (2) | Any director shall report performance of his/her duties not less than once every 3 months to the board of directors. |
| Article 14 (Calling of Board of Directors) |
Any director shall, when he/she intends to call a meeting of the board of directors, serve a notice thereof on each of directors and an auditor at least 3 days prior to the date on which such meeting is held.
| Article 15 (Duties of Board of Directors) |
| (1) | Any assets management company entrusted by a corporate restructuring investment company with the business of managing, operating and disposing of its assets shall report details of the operations of assets, etc. every 6 months to the board of directors of such corporate restructuring investment company. |
| (2) | The board of directors shall examine details of the operations of assets reported under paragraph (1) and report the results not less than once every year to the general meeting of stockholders. |
| Article 16 (Written Resolution) |
| (1) | Directors may adopt a written resolution without attendance of a meeting of the board of directors. |
| (2) | Any director who intends to call a meeting of the board of directors shall, when he/she serves a notice thereof on each of the other directors, furnish a document necessary for such written resolution to each of such other directors. |
| (3) | The director who intends to effect the written resolution shall furnish the document describing contents of such written resolution under paragraph (2) to the board of directors by the date preceding the date on which the board of directors holds a meeting. |
| (4) | The number of directors making a written resolution shall be added to the number of directors attending a meeting of the board of directors. |
| (5) | Except as provided in paragraph (1) through (4), necessary matters relating to the written resolution shall be prescribed by Presidential Decree. |
| Article 17 (Qualifications of Auditor) |
| (2) | A person falling under any of the following subparagraphs shall be disqualified from becoming an auditor: |
| 1. | A person who falls under any subparagraph of Article 4 (2); |
| 3. | A person who is in a period of suspension of his/her business; |
| 4. | A person who is affiliated with an accounting corporation which is in a period of suspension of business; |
| 5. | A person who has continued to receive remuneration from such a person as falling under any of the following items in connection with other business than the business of a certified public accountant, and his/her spouse: |
| (a) | A major stockholder of the corresponding corporate restructuring investment company; |
| (b) | A director of the corresponding corporate restructuring investment company; |
| (c) | An assets management company, an assets custody company or a company entrusted with general administrative affairs which is trusted with the business of the corresponding corporate restructuring investment company. |
| Article 18 (Duties of Auditor) |
| (1) | Any auditor may, when he/she deems it necessary to perform his/her duties, ask any assets management company, any assets custody company or any company entrusted with general administrative affairs, which is entrusted with the business of his/her corporate restructuring investment company, to make a report related to the account of the business of such corporate restructuring investment company. |
| (2) | Any person shall, upon receiving the request referred to in paragraph (1), shall comply with such request unless special reasons exist that make it impossible for him/her to do so. |
| (3) | Any auditor shall, when he/she discovers that any director is feared to violate Acts and subordinate statutes or the articles of incorporation or cause significant damage to his/her corporate restructuring investment company in connection with the performance of his/her duties, make a report thereof to the board of directors. |
| Article 19 (Scope of Assets Operation) |
| (1) | Any corporate restructuring investment company shall operate its assets in a manner consistent with what falls under each of the following subparagraphs: |
| 1. | Trading of securities, etc. issued by companies contracted for corporate restructuring, security rights thereon and other rights; |
| 2. | Trading of claims on credits, security rights thereon and other rights held by creditor financial institutions to companies contracted for corporate restructuring; |
| 3. | Loaning funds and giving payment guarantees to companies contracted for corporate restructuring within the limit of not exceeding the total amount of assets; |
| 4. | Deposits made at financial institutions prescribed by Presidential Decree. |
| (2) | Any corporate restructuring investment company shall operate the amount of not less than the ratio prescribed by Presidential Decree in excess of 40/100 of the total amount of its assets in a manner as prescribed in paragraph (1) 1 through 3. |
| (3) | Any creditor financial institution shall, where it intends to invest in kind or transfer assets contracted for corporate restructuring in or to any corporate restructuring investment company, file without delay a registration thereof with the Financial Supervisory Commission under the conditions as prescribed by Presidential Decree. |
| (4) | Where any creditor financial institution invests in kind or transfers assets contracted for corporate restructuring in or to any corporate restructuring investment company under paragraph (3), the provisions of Articles 7, 7-2, and 8 of the Asset-Backed Securitization Act shall apply mutatis mutandis to the requirements for setting up against the cession of obligations and the time for acquiring mortgages. |
| Article 20 (Borrowing of Funds and Issue of Bonds) |
| (1) | Any corporate restructuring investment company may borrow funds within the limit of not exceeding twice its equity capital. |
| (2) | Any corporate restructuring investment company may issue bonds within the limit of not exceeding 10 times the total amount of its capital and reserve, notwithstanding Article 470 of the Commercial Act. |
| (3) | In computing the limit of issuing bonds under paragraph (2), the bonds issued by a corporate restructuring investment company to pay for assets contracted for corporate restructuring, which are transferred by creditor financial institutions to such corporate restructuring investment company, shall not be included in the amount of bonds issued by the corporate restructuring investment company. |
| (4) | Matters necessary for the methods of borrowing funds and issuing bonds, etc. under paragraphs (1) and (2) shall be determined by Presidential Decree. |
| Article 21 (Limitation Placed on Transactions) |
Any corporate restructuring investment company shall be prohibited from effecting transactions referred to in any subparagraph of Article 19 (1) with a person falling under any of the following subparagraphs: Provided, That the same shall not apply to any transactions which are effected for normalizing the management of companies contracted for corporate restructuring and prescribed by Presidential Decree: | 1. | A director of the corporate restructuring investment company concerned; |
| 2. | An assets management company entrusted with the business of managing assets of the corporate restructuring investment company concerned; |
| 3. | A major stockholder of an assets management company. |
| Article 22 (Special Case for Investment Limitation Placed on Creditor Financial Institution) |
| (1) | Where any creditor financial institution invests in any corporate restructuring investment company, the limitation placed on investment in capital, the limitation placed on the operation of property and the limitation placed on investment in accordance with the provisions of Acts falling under any of the following subparagraphs shall not apply to such investment: <Amended on May 29, 2003; May 19, 2011> |
| 4. | Other Acts prescribed by Presidential Decree. |
| (2) | Where a corporate restructuring investment company falls under a subsidiary of a bank (hereafter in this paragraph referred to as the "bank") under Article 2 (1) 2 of the Banking Act, in computing the limitation placed on credits extended to such subsidiary under Article 37 (3) of the same Act, such a corporate restructuring investment company shall not be deemed a subsidiary of the bank. <Amended on May 17, 2010> |
| Article 23 (Special Case for Holding Company) |
| Article 23 (Special Case for Holding Company) |
[Enforcement Date: Dec. 30, 2021] Article 23
| Article 24 (Preparation of Closing Statements) |
| (1) | Directors shall prepare documents falling under each of the following subparagraphs and supplementary statements (hereinafter referred to as "closing statements") every settling term and obtain approval thereof from the board of directors: <Amended on Apr. 20, 2021> |
| 2. | The statement of profit and loss; |
| 3. | A report on the operation of assets. |
| (2) | Directors shall submit the closing statements to the auditor at least three weeks prior to the date on which a general meeting of stockholders is held. |
| (3) | Matters to be entered in the closing statements shall be determined by the Financial Supervisory Commission. |
| (4) | Standards for accounting applied to every corporate restructuring investment company shall be determined by the Financial Supervisory Commission. |
| (5) | The Financial Supervisory Commission may entrust the work under paragraph (4) to a civilian corporation or an organization, both specializing in such work, in accordance with the provisions of the Presidential Decree. |
| Article 25 (Audit Report) |
| (1) | An auditor shall prepare an audit report within 2 weeks from the date on which he/she received the closing statements in accordance with Article 24 (2) and then submit such audit report to directors. |
| (2) | Matters to be entered in the audit report shall be determined by the Presidential Decree. |
| Article 26 (Approval of Closing Statements, etc.) |
| (1) | Directors shall put the closing statements on the agenda of a general meeting of stockholders and obtain approval therefrom. In such cases, the audit report under Article 25 (1) shall also be submitted to the general meeting of stockholders. |
| (2) | Directors shall, when they obtain the approval from the general meeting of stockholders under paragraph (1), furnish without delay the closing statements and the audit report to the Financial Supervisory Commission, and publish the statement of financial position and the audit report. <Amended on Apr. 20, 2021> |
| Article 27 (Keeping and Publication of Closing Statements, etc.) |
| (1) | Directors shall keep documents falling under each of the following subparagraphs at the principal office: |
| 3. | The articles of incorporation; |
| 4. | Minutes of general meetings of stockholders; |
| 5. | The register of stockholders; |
| 6. | Minutes of meetings of the board of directors. |
| (2) | Stockholders and creditors may peruse documents kept in accordance with paragraph (1) at any time during business hours and apply for delivery of certified or abridged copies of such documents. |
SECTION 5 Dissolution and Liquidation
| Article 28 (Cause of Dissolution) |
Any corporate restructuring investment company shall be dissolved on the grounds falling under any of the following subparagraphs:
| 1. | The expiration of the duration prescribed by the articles of incorporation and the accruement of other causes for dissolution; |
| 2. | A resolution adopted at a general meeting of stockholders with respect to dissolution; |
| 5. | An order issued or a ruling handed down by the court with respect to dissolution; |
| 6. | The rejection of registration under Article 9 (3); |
| 7. | The cancellation of registration under Article 53 (4) or 54 |
| Article 29 (Dissolution Report) |
Where a corporate restructuring investment company is dissolved, a receiver in bankruptcy or a liquidator in charge shall report the fact to the Financial Supervisory Commission within 30 days from the date of dissolution.
| (1) | Any corporate restructuring investment company shall, where it is dissolved (excluding the case where a corporate restructuring investment company is dissolved on the grounds of subparagraphs 3 and 4 of Article 28), appoint a liquidator. |
| (2) | Where a corporate restructuring investment company is dissolved on the grounds of subparagraph 1 or 2 of Article 28, a director shall be a liquidator: Provided, That the same shall not apply to the case where the articles of incorporation or a general meeting of stockholders determines otherwise. |
| (3) | Where a corporate restructuring investment company is dissolved on the grounds of subparagraph 5 of Article 28 or liquidated in accordance with Article 193 (1) of the Commercial Act, the Financial Supervisory Commission shall, upon receiving a request from interested persons, appoint a liquidator. |
| (4) | Where a corporate restructuring investment company is dissolved on the grounds of subparagraph 6 or 7 of Article 28, the Financial Supervisory Commission shall appoint a liquidator ex officio. |
| (5) | Any liquidator, when he/she is appointed under paragraph (2), may be remunerated as determined by the articles of incorporation or by a general meeting of stockholders and when he/she is appointed under paragraphs (3) and (4), may be remunerated by the corporate restructuring investment company as determined by the Financial Supervisory Commission. |
| Article 31 (Report of Liquidator) |
Any liquidator shall report matters falling under each of the following subparagraphs to the Financial Supervisory Commission within two weeks from the date of appointment:
| 1. | Cause of dissolution and its date; |
| 2. | Name, resident registration number and domicile of liquidator. |
| Article 32 (Dismissal of Liquidator) |
The Financial Supervisory Commission may, when any liquidator is deemed to be considerably inappropriate for performing his/her duties or to have grossly violated Acts and subordinate statutes, dismiss him/her ex officio or upon a request from interested persons. In such cases, the Financial Supervisory Commission may appoint a new liquidator ex officio.
| Article 33 (Survey of Current Assets) |
| (1) | Any liquidator shall survey current assets of the company in question without delay after assuming his/her office and prepare a list of property and the statement of financial position under the conditions as prescribed by Presidential Decree, and then submit them to the auditor. <Amended on Apr. 20, 2021> |
| (2) | The auditor shall submit an audit report to the liquidator within two weeks from the date on which he/she received the list of property and the statement of financial position under paragraph (1). <Amended on Apr. 20, 2021> |
| (3) | Matters to be entered in the audit report of paragraph (2) shall be determined by Presidential Decree. |
| Article 34 (Approval of Property List, etc.) |
| (1) | Any liquidator shall submit the list of property and the statement of financial position prepared in accordance with Article 33 (1) to a general meeting of stockholders, seeking approval thereof. In such cases, he/she shall also submit the audit report described in Article 33 (2). <Amended on Apr. 20, 2021> |
| (2) | The liquidator shall furnish, without delay, certified copies of the list of property and the statement of financial position approved under paragraph (1) to the Financial Supervisory Commission. <Amended on Apr. 20, 2021> |
| (3) | The liquidator shall keep the list of property and the statement of financial position for which approval is given at a general meeting of stockholders under paragraph (1) in the corporate restructuring investment company concerned by the time that the liquidation is terminated and furnish such documents to an assets management company to keep them in its office of business (limited to the case where such assets management company has a domestic office of business). <Amended on Apr. 20, 2021> |
| Article 35 (Report on Matters of Violation by Liquidator) |
The auditor shall, when he/she discovers that a liquidator is feared to violate Acts and subordinate statutes or the articles of incorporation or to cause significant damage to the corporate restructuring investment company concerned in connection with the performance of his/her duties, make a report thereof to a general meeting of stockholders
| Article 36 (Notice to Creditors) |
Any liquidator shall notify, in a manner of publication, not less than twice, the creditors of the corporate restructuring investment company concerned that they are required to report their credits within a certain period and such credits are excluded from liquidation if they fail to make such report within the period, within one month from the date on which he/she was appointed. In such cases, the reporting period shall not be less than one month.
| Article 37 (Termination of Liquidation) |
| (1) | Any liquidator shall, when his/her liquidation affairs are terminated, prepare a report, without delay, on the settlement of accounts and obtain approval thereof from a general meeting of stockholders. In such cases, he/she shall also submit an audit report compiled by the auditor with respect to the report on the settlement of accounts. |
| (2) | The liquidator shall, when the approval of paragraph (1) is given, publish the report on the settlement of accounts and the audit report and submit certified copies of such documents to the Financial Supervisory Commission. |
| Article 38 (Order Given to Supervise Liquidation) |
The Financial Supervisory Commission may, when it is deemed necessary to liquidate a corporate restructuring investment company, order the corporate restructuring investment company concerned, an assets management company, an assets custody company, or a company entrusted with general administrative affairs to deposit its property and to take necessary measures for liquidation administrative affairs.
| Article 39 (Special Case for Registration of Liquidator) |
| (1) | Where a corporate restructuring investment company is dissolved, matters falling under each of the following subparagraphs shall be registered within two weeks from the date of dissolution if a director becomes a liquidator and within two weeks from the date of appointment if a liquidator is appointed: |
| 1. | Name and resident registration number of the liquidator (in the case of a representative liquidator, his/her domicile shall be included); |
| 2. | When it is prescribed that a representative liquidator is appointed from among liquidators or several liquidators jointly represent a corporate restructuring investment company, the purpose thereof. |
| (2) | Where any registration is made under paragraph (1), documents prescribed by Presidential Decree shall be appended. |
| Article 40 (Commissioned Registration of Financial Supervisory Commission) |
| (1) | The Financial Supervisory Commission shall, in the following cases, commission the corresponding registration to a registry office having jurisdiction over the location of the corporate restructuring investment company concerned: |
| 1. | Where a corporate restructuring investment company is dissolved on the grounds described in subparagraph 6 or 7 of Article 28; |
| 2. | Where the Financial Supervisory Commission dismisses a liquidator ex officio. |
| (2) | The Financial Supervisory Commission shall, when it intends to commission the registration under paragraph (1), append a document attesting the cause of such registration. |
CHAPTER III ASSETSMANAGEMENT COMPANY, ETC.
SECTION 1 Assets Management Company
| Article 41 (Entrustment of Business of Operating Assets) |
| (1) | Any corporate restructuring investment company shall entrust the business of managing, operating and disposing of its assets to an assets management company. |
| (2) | Approval shall be obtained from a general meeting of stockholders with respect to a contract on the entrustment referred to in paragraph (1) (excluding any contract that is entered into at the time of incorporation). |
| (3) | The board of directors may, where there is a matter of urgency or there is no time to obtain approval from a general meeting of stockholders, enter into a contract, by its resolution, with respect to the entrustment referred to in paragraph (1) notwithstanding the provisions of paragraph (2). In such cases, approval thereof shall be obtained from a general meeting of stockholders within 3 months from the date on which such contract was entered into, and where it fails to obtain such approval from a general meeting of stockholders, the conclusion of such contract shall lose its effect in the future. |
| Article 42 (Registration of Assets Management Company) |
| (1) | Any person who intends to do the business of managing, operating and disposing of assets of a corporate restructuring investment company on the entrustment of such company shall register such business with the Financial Supervisory Commission. |
| (2) | Any person who intends to register the business in accordance with paragraph (1) shall meet requirements falling under each of the following subparagraphs: |
| 1. | It is required to be a stock company set up under the Commercial Act; |
| 2. | The capital of the company is required not to be less than 500 million won, the amount of which is not less than the amount prescribed by Presidential Decree; |
| 3. | The officers of the company are required not to fall under the disqualifications referred to in any subparagraph of Article 4 (2); |
| 4. | Of standing executive officers and employees of the company, assets operation specialists are required to be included in accordance with the standards prescribed by Presidential Decree and their number is required not to be less than the number prescribed by Presidential Decree; |
| 5. | The company is required to have the financial soundness and what is prescribed by Presidential Decree to soundly manage assets of a corporate restructuring investment company. |
| (3) | Any foreign assets management company (referring to a person who has run the corporate restructuring business or the assets operation business in a foreign country pursuant to Acts and subordinate statutes of such country: hereinafter the same shall apply) shall, where it intends to open its branch office or other business office in the Republic of Korea in order to run the business of an assets management company, file a registration with the Financial Supervisory Commission under the conditions as prescribed by Presidential Decree. |
| (4) | Any branch office or any business office that is registered in accordance with paragraph (3) shall be deemed an assets management company described in this Act. |
| (5) | Any foreign assets management company which meets the requirements of paragraph (2) 2 through 5, may immediately run the business of an assets management company locally without setting up its branch office or its business office in the Republic of Korea. |
| (6) | Necessary matters for any foreign assets management company to get itself entrusted with the business of operating the assets of a corporate restructuring investment company under paragraph (5) shall be determined by Presidential Decree. |
| (7) | Deleted. <Apr. 1, 2009> |
| Article 43 (Limitation Placed on Running Other Business by Assets Management Company, etc.) |
| (1) | Any assets management company shall be prohibited from running other business except for the case where it is granted approval under this Act, other Acts and subordinate statutes or by the Financial Supervisory Commission. |
| (2) | Any standing officer working for an assets management company shall be prohibited from working for another company as an officer or an employee or running other business: Provided, That the same shall not apply to the case falling under any of the following subparagraphs: |
| 1. | Where he/she becomes an officer or an employee of a company contracted for corporate restructuring invested by a corporate restructuring investment company after obtaining approval from the board of directors of such corporate restructuring investment company; |
| 2. | Where he/she obtains approval from the Financial Supervisory Commission. |
| Article 44 (Standing Rule for Acts Performed by Assets Management Company) |
| (1) | Any assets management company shall faithfully conduct its business with the care of a good manager in accordance with Acts and subordinate statutes and its assets operation entrustment contracts. |
| (2) | Any assets management company shall be prohibited from getting any person who is not an assets operation specialist under Article 42 (2) 4 to conduct the business related directly to the operations of assets entrusted by a corporate restructuring investment company. |
| (3) | Any assets management company shall be prohibited from utilizing the assets entrusted by a corporate restructuring investment company, and from performing the act of utilizing undisclosed information that it has learned in the course of managing, operating and disposing of the assets for the interest of itself or third persons. |
| Article 45 (Prohibition on Utilizing Undisclosed Assets Information) |
Officers of a corporate restructuring investment company and officers and employees of an assets management company that manages assets of such a corporate restructuring investment company shall be prohibited from utilizing undisclosed information pertaining to the assets of such a corporate restructuring investment company to perform the act of trading securities, etc. or allowing other person to utilize such undisclosed information.
| Article 46 (Responsibility of Assets Management Company, etc.) |
| (1) | Any assets management company shall, when it causes damage to a corporate restructuring investment company by neglecting its business, which has entrusted the former with the business of managing, operating and disposing of its assets, be held responsible for compensating for such damage to the corporate restructuring investment company. |
| (2) | Where any assets management company is held responsible for compensating for damage to a corporate restructuring investment company or third persons, the directors, auditor, assets management company or company entrusted with general administrative affairs concerned, if found responsible, shall be jointly held responsible for compensating for such damage. |
| Article 47 (Management of Entrusted Assets, etc.) |
| (1) | Any assets management company shall manage assets entrusted in accordance with Article 41 (1) separately from its inherent property. |
| (2) | Where an assets management company goes bankrupt, no bankrupt's estate of such an assets management company shall be organized for assets entrusted under Article 41 (1) (including property right on money, etc. accruing from managing, operating and disposing of entrusted assets) and a corporate restructuring investment company involved may ask such an assets management company or receivers in bankruptcy to transfer assets it has entrusted to such assets management company. |
| Article 48 (Termination of Assets Operation Entrustment Contract) |
| (1) | Any corporate restructuring investment company shall, where it intends to terminate an assets operation entrustment contract it has entered into with an assets management company, obtain approval thereof from a general meeting of stockholders. |
| (2) | Any corporate restructuring investment company may, when a clear violation of the business duties by an assets management company, if an assets operation entrustment contract is not urgently terminated, is feared to cause enormous damage to such a corporate restructuring investment company, terminate such contract with a resolution of the board of directors notwithstanding paragraph (1), select other assets management company and enter into an assets management entrustment contract with such company. In such cases, it shall without delay report to a general meeting of stockholders on the termination of the old contract and the conclusion of the new contract. |
| (3) | Directors of any corporate restructuring investment company may, where an assets management company which their company has entrusted with the business of managing, operating and disposing of its assets is judged to be difficult to conduct such business, in whole or in part, on the grounds of the business suspension, dissolution and other grounds corresponding to them, terminate the assets management entrustment contract entered into with such a company and select other assets management company and enter into an assets management entrustment contract with such company. In such cases, such directors shall obtain, without delay, approval from a general meeting of stockholders with respect to the termination of the old contract or the conclusion of the new contract, and if such directors fail to get approval from a general meeting of stockholders, the termination of the old contract and the conclusion of the new contract shall lose its effect in the future. |
| Article 49 (Conduct of Business of Collecting Claims) |
SECTION 2 Assets Custody Company and Company Entrusted with General Administrative Affairs
| Article 50 (Entrustment of Business of Having Custody of Assets, etc.) |
| (1) | Any corporate restructuring investment company shall entrust any assets custody company with the business of having the custody of its assets and other related business. |
| (3) | Any corporate restructuring investment company shall obtain approval from a general meeting of stockholders with respect to any contract on the entrustment referred to in paragraph (1) (excluding any contract entered at the time of incorporation). |
| (4) | The provisions of Article 41 (3) shall apply mutatis mutandis to the conclusion of a contract on the entrustment referred to in paragraph (1). |
| Article 51 (Business of Having Custody of Assets) |
| (1) | Every assets custody company shall faithfully conduct its business with the care of a good manager for any corporate restructuring investment company in accordance with Acts and subordinate statutes and the assets custody entrustment contract. |
| (2) | Any assets custody company shall be prohibited from effecting transactions, falling under any subparagraph of Article 19 (1), of assets entrusted by a corporate restructuring investment company as its inherent assets, utilizing undisclosed information that it has learned in the course of conducting the business of having the custody of such assets. |
| (3) | Any assets custody company shall manage assets entrusted by a corporate restructuring investment company separately from its inherent assets and other assets, the custody of which is entrusted by third persons. |
| (4) | Any assets custody company shall deposit securities under Article 4 of the Financial Investment Services and Capital Market Act, from among assets, the custody of which is entrusted under paragraph (1), at the Korea Securities Depository established in accordance with Article 294 of the Financial Investment Services and Capital Market Act as prescribed by Presidential Decree. <Amended on May 19, 2011> |
| (5) | The provisions of Article 46 shall apply mutatis mutandis to the responsibility of every assets custody company. |
| Article 52 (Entrustment, etc. of General Administrative Affairs) |
| (1) | Every corporate restructuring investment company shall entrust the administrative affairs falling under each of the following subparagraphs to any company entrusted with general administrative affairs: |
| 1. | Administrative affairs concerning the effectuation of the entry of a change in holders of issued stocks; |
| 2. | Administrative affairs concerning the issue of stocks; |
| 3. | Administrative affairs concerning the operation of the corporate restructuring investment company concerned; |
| 4. | Administrative affairs concerning computation; |
| 5. | Other administrative affairs prescribed by Presidential Decree. |
| (2) | A company entrusted with general administrative affairs shall be a creditor financial institution. |
| (3) | The provisions of Article 46 shall apply mutatis mutandis to the responsibility of every company entrusted with administrative affairs. |
| Article 53 (Supervision and Audit, etc.) |
| (1) | The Financial Supervisory Commission may, when it is deemed necessary to enhance the public interest and normalize the management of companies contracted for corporate restructuring, ask any corporate restructuring investment company, any assets management company, any assets custody company or any company entrusted with general administrative affairs to furnish data pertaining to the businesses conducted under this Act or make reports. |
| (2) | The Governor of the Financial Supervisory Service established in accordance with the Act on the Establishment, etc. of Financial Services Commission (hereinafter referred to as the "Governor of the Financial Supervisory Service") may get his/her public officials to audit assets and business of any corporate restructuring investment company, any assets management company, any assets custody company and any company entrusted with general administrative affairs. <Amended on Nov. 28, 2017> |
| (3) | Public officials assigned to conduct the audit under paragraph (2) shall carry certificates showing their authority and produce them to persons concerned. |
| (4) | The Governor of the Financial Supervisory Service shall, when he/she conducts the audit under paragraph (2), report the results thereof to the Financial Supervisory Commission, and the Financial Supervisory Commission may, when this Act or any orders issued or dispositions taken under this Act are found to have been violated, take measures falling under each of the following subparagraphs against any corporate restructuring investment company, any assets management company, any assets custody company or any company entrusted with general administrative affairs: |
| 1. | Cancellation of registration; |
| 2. | Suspension of the business in whole or in part; |
| 3. | Demand for the dismissal of executive officers involved; |
| 4. | Measures, prescribed by Presidential Decree, which are necessary to correct matters of violation. |
| Article 54 (Cancellation of Registration of Corporate Restructuring Investment Company) |
The Financial Supervisory Commission may, where any corporate restructuring investment company falls under any case of the following subparagraphs, cancel its registration made under Article 8: | 1. | Where the company is dissolved; |
| 2. | Where the company has gotten itself registered in a fraudulent or other unlawful manner under Article 8; |
| 3. | Where the company has become unable to meet the registration requirements under Article 9 (1) 1, 3 or 4. |
| Article 55 (Cancellation of Registration of Assets Management Company) |
The Financial Supervisory Commission may, where any assets management company falls under any case of the following subparagraphs, cancel its registration made under Article 42 or suspend its business for a fixed period of not more than six months: | 1. | Where the company is dissolved; |
| 2. | Where the company has gotten itself registered in a fraudulent or other unlawful manner under Article 42 (1) or (3); |
| 3. | Where the company has become unable to meet the registration requirements under Article 42 (2) 1 through 4; |
| 4. | Where the company has continued to fail to meet the requirements for the financial soundness under Article 42 (2) 5 for one year; |
| 5. | Where the company fails to commence its business prior to the lapse of six months from the date of registration. |
CHAPTER V SUPPLEMENTARY PROVISIONS
The Financial Supervisory Commission shall, when it intends to take a disposition falling under any of the following subparagraphs, hold hearings:
| 1. | Cancellation of registration under Article 53 (4); |
| 2. | Cancellation of registration of a corporate restructuring investment company under Article 54; |
| 3. | Cancellation of registration of an assets management company under Article 55. |
| Article 57 (Special Case for Accounting Method of Creditor Financial Institution) |
The Financial Supervisory Commission may set separate accounting standards for accounting investments, stocks and credits, which are made, transferred and extended by creditor financial institutions in or to a corporate restructuring investment company notwithstanding the accounting standards under Article 5 of the Act on External Audit of Stock Companies. <Amended on Oct. 31, 2017>
| Article 58 (Request for Appointing Inspector, Survey and Report, etc.) |
In applying the provisions of Articles 298 through 300, 325 and 422 of the Commercial Act to the appointment of inspectors, the certificate on investment in kind and the responsibility of inspectors for compensating for damages for inspecting the incorporation of a corporate restructuring investment company, the "court" in the same Articles shall be deemed the "Financial Supervisory Commission".
| Article 59 (Prohibition on Use of Similar Name) |
Any person who is not a corporate restructuring investment company incorporated in accordance with this Act shall be prohibited from using the name of a corporate restructuring investment company or a similar name.
| Article 60 (Relation with Other Acts) |
| (3) | The Financial Holding Company Act shall not apply to any corporate restructuring investment company. |
| Article 61 (Entrustment of Authority) |
The Financial Supervisory Commission may entrust part of its authority under this Act to the Governor of the Financial Supervisory Service under the conditions as prescribed by Presidential Decree.
CHAPTER VI PENALTY PROVISIONS
| Article 62 (Penalty Provisions) |
Any person falling under any of the following subparagraphs shall be punished by imprisonment with labor for not more than five years or by a fine not exceeding 50 million won: <Amended on Jan. 14, 2014>
| 1. | A person who has run the business of any subparagraph of Article 11 without getting his/her business registered under Article 8 (1); |
| 2. | A person who has gotten his/her business registered under Article 8 (1) in a fraudulent or other unlawful manner; |
| 3. | A person who has run the business of an assets management company without getting his/her business registered under Article 42 (1) or (3); |
| 4. | A person who has gotten his/her business registered under Article 42 (1) or (3) in a fraudulent or other unlawful manner; |
| 5. | A person who has sought the interest of himself/herself or a third person in violation of Article 44 (3); |
| 6. | A person who has effected transactions utilizing undisclosed information in violation of Article 45 or let other person utilize such undisclosed information. |
| Article 63 (Penalty Provisions) |
Any of the following persons shall be punished by imprisonment with labor for not more than three years or by a fine not exceeding 30 million won: <Amended on Dec. 14, 2014>
| 1. | A person who has borrowed funds or issued bonds in violation of Article 20 (1) or (2); |
| 2. | A person who has effected transactions with directors of a corporate restructuring investment company or an assets management company in violation of Article 21; |
| 3. | A person who has failed to deposit property and take measures necessary for the liquidation business in violation of Article 38; |
| 4. | A person who has effected transactions in violation of Article 51 (2). |
| Article 64 (Penalty Provisions) |
Any person falling under any of the following subparagraphs shall be punished by imprisonment with labor for not more than one year or by a fine not exceeding 10 million won: <Amended on Jan. 14, 2014>
| 1. | A person who has failed to manage entrusted assets separately in violation of Article 51 (3); |
| 2. | A person who has failed to deposit securities at the Korea Securities Depository in violation of Article 51 (4). |
| Article 65 (Joint Penalty Provisions) |
If the representative of a corporation, or the agent, employee or any other servant of a corporation or an individual commits an offence under Articles 62 through 64 in connection with the business of the corporation or the individual, not only shall such offender be punished, but also the corporation or the individual shall be punished by a fine under each relevant Article: Provided, That the same shall not apply to the cases where the corporation or the individual has not been negligent in giving due attention and supervision concerning the relevant duties in order to prevent such offence. <Amended on May 19, 2011>
| Article 66 (Administrative Fines) |
| (1) | Any person falling under any of the following subparagraphs shall be punished by an administrative fine not exceeding 10 million won: |
| 1. | A person who has failed to make an alteration registration in violation of Article 10; |
| 2. | A person who has failed to submit the closing statements and the audit report in violation of Article 26 (2); |
| 3. | A person who has failed to keep the closing statements, etc. in violation of Article 27 (1); |
| 4. | A person who has not complied with a request for submitting data and for making a report under Article 53 (1); |
| 5. | A person who has rejected, hindered or dodged the audit under Article 53 (2); |
| 6. | A person who has used a similar name in violation of Article 59. |
| (2) | The administrative fine referred to in paragraph (1) shall be imposed and collected by the Financial Supervisory Commission under the conditions as prescribed by Presidential Decree. |
| (3) | Deleted. <May 19, 2011> |
| (4) | Deleted. <May 19, 2011> |
| (5) | Deleted. <May 19, 2011> |
ADDENDA <Act No. 6275, Oct. 23, 2000>
Article 1 (Enforcement Date)
This Act shall enter into force on the date of its promulgation: Provided, That the provisions of Article 60 (3) shall enter into force on the date on which the Financial Holding Companies Act is enforced. Article 2 (Valid Term)
| (1) | This Act shall be valid for six years after its promulgation: Provided, That any corporate restructuring investment company incorporated during the valid term shall be subject to the application of this Act for the duration prescribed by the articles of incorporation of such company. |
| (2) | In the application of the penal provisions to any unlawful act committed during the period for which this Act is applied, this Act shall be applied even after this Act becomes invalid. |
Article 3 Omitted.
ADDENDA <Act No. 6429, Mar. 28, 2001>
Article 1 (Enforcement Date)
This Act shall enter into force on the date prescribed by Presidential Decree within the limit not exceeding two years from the promulgation date of this Act. (Proviso Omitted.)
Articles 2 through 11 Omitted.
ADDENDA <Act No. 6891, May 29, 2003>
Article 1 (Enforcement Date)
This Act shall enter into force three months after its promulgation. (Proviso Omitted.)
Articles 2 through 34 Omitted.
ADDENDA <Act No. 7428, Mar. 31, 2005>
Article 1 (Enforcement Date)
This Act shall enter into force one year after the date of its promulgation.
Articles 2 through 6 Omitted.
ADDENDA <Act No. 8852, Feb. 29, 2008>
Article 1 (Enforcement Date)
This Act shall enter into force on the date of its promulgation. (Proviso Omitted.)
Articles 2 through 7 Omitted.
ADDENDA <Act No. 9584, Apr. 1, 2009>
Article 1 (Enforcement Date)
This Act shall enter into force on May 8, 2009.
Articles 2 through 6 Omitted.
ADDENDA <Act No. 10303, May 17, 2010>
Article 1 (Enforcement Date)
This Act shall enter into force six months after the date of its promulgation. (Proviso Omitted.)
Articles 2 though 10 Omitted.
ADDENDA <Act No. 10522, Mar. 31, 2011>
Article 1 (Enforcement Date)
This Act shall enter into force on March 2, 2012. (Proviso Omitted.)
Articles 2 though 28 Omitted.
ADDENDA <Act No. 10682, May 19, 2011>
Article 1 (Enforcement Date)
This Act shall enter into force on the date of its promulgation.
Articles 2 and 3 Omitted.
ADDENDUM <Act No. 10685, May 19, 2011>
This Act shall enter into force on the date of its promulgation.
ADDENDUM <Act No. 12260, Jan. 14, 2014>
This Act shall enter into force on the date of its promulgation.
ADDENDA <Act No. 14242, May 29, 2016>
Article 1 (Enforcement Date)
This Act shall enter into force on December 1, 2016. (Proviso Omitted.)
Articles 2 though 22 Omitted.
ADDENDA <Act No. 14819, Apr. 18, 2017>
Article 1 (Enforcement Date)
This Act shall enter into force on the date of its promulgation.
Article 2 (Transitional Measures concerning Grounds for Disqualification of Incompetents, etc.)
The previous provisions shall apply to persons who have already been declared incompetent or quasi-incompetent as at the time this Act enters into force and for whom such declaration remains effective under Article 2 of the addenda of partial amendment to the Civil Act by Act No. 10429, notwithstanding the amended provisions of Article 4 (2) 1.
ADDENDUM <Act No. 15145, Nov. 28, 2017>
This Act shall enter into force on the date of its promulgation.
ADDENDA <Act No. 16652, Nov. 26, 2019>
Article 1 (Enforcement Date)
This Act shall enter into force on the date of its promulgation.
Articles 2 and 3 Omitted.
ADDENDA <Act No. 16957, Feb. 4, 2020>
Article 1 (Enforcement Date)
This Act shall enter into force six months after the date of its promulgation. (Proviso Omitted.)
Articles 2 through 13 Omitted.
ADDENDA <Act No. 17799, Dec. 29, 2020.>
Article 1 (Enforcement Date)
This Article shall enter into force one year after the date of its promulgation. (Proviso Omitted.)
Articles 2 through 26 Omitted.
ADDENDUM <Act No. 18118, Apr. 20, 2021>
This Act shall enter into force three months after the date of its promulgation.