How should the articles of incorporation amendment procedure be conducted?

Hello. I am a corporate specialist attorney at Daeryun Law Firm.

The articles of incorporation are the basic norms of the company and a document like the constitution of organizational operation, so the articles of incorporation amendment procedure requires strict requirements.

In principle, articles of incorporation amendments must be made through a special resolution of the shareholders' meeting, and a board of directors' resolution alone does not have effect.

A special resolution typically requires attendance of a certain percentage or more of the total number of issued shares and approval of a certain percentage or more of attending shareholders, so it is important to check the voting rights structure and shareholder composition in advance.

In particular, when minority shareholders exist or interests among shareholders are sharp, the possibility that procedural defects may lead to future disputes cannot be ruled out.

Subsequent procedures also vary depending on what the articles of incorporation amendment content is.

For example, adding business purposes, changing trade name, changing announcement method, establishing the basis for issuing convertible bonds, and introducing regulations on issuing class shares are subject to amendment registration, so amendment registration must be applied for at the registry office of jurisdiction over the head office location within a certain period after the shareholders' meeting resolution.

In addition, if it is an articles of incorporation amendment based on investment attraction, you must comprehensively review not only adding clauses but also consistency with future shareholder agreements, conflicts with existing articles of incorporation clauses, and the impact on the management control structure.

In particular, clauses related to class shares or convertible bonds may bring about significant changes to the corporate governance structure depending on detailed contents such as dividends, voting rights, and conversion price adjustment methods.

When proceeding with the articles of incorporation amendment procedure, it is desirable to organize the purpose and scope of amendment, check in advance whether the special resolution requirements are met, distinguish whether it is subject to amendment registration, and review the linkage with future investment and management structures.

Since the articles of incorporation, once amended, continuously affect the overall company operations, it is safe to check legal risks in advance before proceeding.

Our firm provides not only consulting on the entire articles of incorporation amendment procedure but also corporate-tailored consulting up to investment attraction structure design, class share design, and legal review related to convertible bond issuance.

For dispute prevention and stable structural design, we recommend receiving prior review.