3.Corporate Matters and Procedure

Q1 (Scope of Authority of Shareholders’ Meetings)

The shareholders’ meeting is the ultimate decision-making body, but does this mean that it can decide everything?

There are matters that cannot be determined at a shareholders’ meeting.

For a company without a formal board of directors, a shareholders’ meeting can resolve matters specified under the Companies Act and all matters related to the organization, operation and management of the company (Companies Act Article 295, Section 1). However, for a company with a formal board of directors, a shareholders’ meeting can resolve only those matters specified under the Companies Act and in the articles of incorporation (Companies Act Article 295, Section 2). Accordingly, for a company with a formal board of directors, a shareholders’ meeting cannot determine everything.

(Posted: January 27, 2012)