No juristic person can come into existence other than in accordance with the provisions of the Acts.

An association or foundation relating to science, religion, charity, art, social intercourse, or otherwise relating to enterprises not engaged for profit or gain, may be formed as a juristic person subject to the permission of the competent authorities.

A juristic person shall come into existence by making registration for Incorporation at the seat of the principal office of the juristic person.

A juristic person shall be a subject of rights and duties, in accordance with the provisions of Acts, and within the scope of its objects as determined by the Articles of incorporation.

(1) A juristic person shall be liable for any damages done to other persons by its directors or other representatives in the performance of their duties. This liability of a juristic person shall not relieve the directors or other representatives of their own liabilities for damages sustained thereby.
(2) If any damage has been caused to other persons as a result of an ultra-vires act of a juristic person, those members, directors, and other representatives who have supported a resolution for such ultra-vires act, or have carried it out, shall be joint and severally liable for the damages caused thereby.

The domicile of a juristic person shall be regarded to be located in the seat of its principal office.

The business of a juristic person shall be inspected and supervised by the competent authorities.

In a case where a juristic person operates such business outside the scope of its purpose, violates such conditions attached to the permission for its incorporation, or does acts harming public interests, the competent authorities may cancel the permission.

(1) An association which aims at profit-making may be made a juristic person in accordance with the conditions prescribed for the formation of trading companies.
(2) All the provisions concerning business companies shall apply mutatis mutandis to the incorporated association under the preceding paragraph.

The founder of an incorporated association shall draw up Articles of incorporation containing the following matters, and shall sign and seal it：
1. Objective；
2. Name；
3. Seat of Office；
4. Provisions concerning assets；
5. Provisions concerning appointment and removal of directors；
6. Provisions concerning the acquisition and loss of qualification for membership；and
7. Period for duration or cause of dissolution, if any.

No restriction placed on the power of representation of any director has effect unless the restriction is stated in the Articles of incorporation.

(1) The Articles of an incorporated association may be altered only with the consent of two thirds or more of all the members：Provided, That other provisions concerning the quorum are stipulated in the Articles of incorporation, such provisions shall apply.
(2) Any alteration in the Articles of incorporation shall not be effective unless it is permitted by the competent authorities.

The founder of an incorporated foundation shall endow a certain property, and draw up Articles of incorporation containing the particulars mentioned in subparagraphs 1 through 5 of Article 40, and sign and seal it.

If the founder of an incorporated foundation died without determining the name, seat of office, or method of appointment and removal of its directors of the foundation, the court shall, on the application of any person interested or of a public prosecutor, determine those.

(1) The Articles of an incorporated foundation may be altered only in a case where the method of alteration thereof is stipulated in the Articles of incorporation.
(2) If it is necessary to alter the articles of incorporation for the purpose of achieving the objective of an incorporated foundation, or for the preservation of its property, its name or its seat of office may be altered, regardless of the provisions of the preceding paragraph.
(3) Article 42 (2) shall apply mutatis mutandis to the preceding two paragraphs.

If it is impossible to achieve the objectives of an incorporated foundation, the founder or directors may alter the objectives or other particulars of the articles of incorporation, taking into consideration the purposes of the formation, subject to the permission of the competent authorities.

(1) If an incorporated foundation is formed by a disposition inter vivos, the provisions relating to gifts shall apply mutatis mutandis.
(2) If an incorporated foundation is formed by a will, the provisions relating to testamentary gift shall apply mutatis mutandis.

(1) In a case where the incorporated foundation is formed through a disposition inter vivos, the property given by way of endowment shall become the property of the juristic person as from the time when the juristic person is incorporated.
(2) In a case where the incorporated foundation is formed through a will, the property so given shall be deemed to have vested in the juristic person as from the time when the will became effective.

(1) When the incorporation of a juristic person is permitted, the juristic person shall register its incorporation at the seat of its principal office within three weeks from the date of the permission.
(2) The particulars to be registered under the preceding paragraph shall be as follows：
1. Objective；
2. Name；
3. Office；
4. Date of permission for incorporation；
5. Period of duration or causes of dissolution, if any；
6. Total value of the assets；
7. Method of effecting contributions, if any；
8. Full names and domiciles of directors；and
9. Any restriction in a case where restriction is placed upon the power of representation of directors.

(1) When a juristic person establishes a branch office, the establishment shall be registered within three weeks at the seat of the principal office. At the seat of the branch office, the particulars under paragraph (2) of the preceding Article, shall be registered within the same period. At the seat of other branch offices, the establishment shall be registered within the same period.
(2) In a case where the branch office is newly established within the jurisdiction of a register office which exercises jurisdiction over the seat of the principal office, or the established branch office, only the establishment shall be registered within the period under the preceding paragraph.

(1) In a case where the juristic person has transferred its office, such transfer shall be registered at the seat of the former office within three weeks, and the particulars mentioned in Article 49 (2) shall be registered at the seat of the new office within the same period.
(2) In a case where an office has been transferred from one place to another within the jurisdiction of the same register office, only the transfer shall be registered.

In a case where any alteration has occurred in any of the particulars mentioned in Article 49 (2), the registration thereof shall be made within three weeks.

Where the exercise of director’s duties is suspended, where a provisional disposition of appointing a proxy for duties is made, or where the provisional disposition is altered or cancelled, the registration thereof shall be made at the registry in the place where a principal office or branch office is located.
<This Article Newly Inserted by Act No. 6544, Dec. 29, 2001>

If any of the particulars to be registered in accordance with the provisions of the preceding three Articles requires the permission of the authorities, the period for registration shall be computed from the date of the arrival of the permit in question.

(1) Particulars to be registered in this Section other than that for incorporation purposes cannot be set up against a third party until such particulars are registered.
(2) The court shall immediately give public notice of the particulars registered.

(1) A juristic person shall, at the time of its formation and within three months of every year, prepare an inventory of assets and keep the same in its office. In a case where the special business term is fixed, the inventory shall be made at the time of its formation and at the end of the business term.
(2) An incorporated association shall keep a list of members and revise the list whenever an alteration takes place in its membership.

The membership of an incorporated association shall not be assigned nor inherited.

A juristic person shall have one or more directors.

(1) Directors shall execute the affairs of a juristic person.
(2) In a case where there are two or more directors, the affairs of a juristic person shall be decided by a majority of the directors, unless it is otherwiseprovided for by the articles of incorporation.

(1) The directors shall each represent the juristic person in all its affairs：Provided, That they shall not contravene the purport provided for in the articles of incorporation. An incorporated association shall also comply with the resolutions of general meetings of the members.
(2) In regard to the representation of a juristic person, the provisions relating to agency shall apply mutatis mutandis.

No restriction placed on the power of representation of any director can be set up against a third person unless such restriction is registered.

(1) A proxy for duties under Article 52-2 shall not perform the acts not belonging to the regular affairs of a juristic person, except as otherwise prescribed in the order for a provisional disposition：Provided, That the same shall not apply to the case where a permission from the court has been obtained.
(2) Even where a proxy for duties has performed any acts which violate the provisions of paragraph (1), the juristic person shall be liable to a bona fide third person.
<This Article Newly Inserted by Act No. 6544, Dec. 29, 2001>

Directors shall execute their duties with such care as is required of good managers.

Directors may have other persons act as agents for specified acts only when such acts are not forbidden by the articles of incorporation or by a resolution of the general meeting.

If a vacancy has occurred in the post of directors, or there is no director, and there is a reason to believe that damage will ensue therefrom, the court shall appoint a provisional director on the application of any per son interested, or of a public prosecutor.

Directors shall have no power of representation with respect to matters in which the interests of the juristic person and their own interests conflict with each other. In such cases a special representative shall be appointed in accordance with the provisions of the preceding Article.

In a case where any director neglects his duties, he shall be jointly and severally liable to the juristic person for the damages.

A juristic person may, by its articles of incorporation or by a resolution of the general meeting, have auditors.

1. To inspect the financial status of the juristic person；
2. To inspect the manner in which its affairs are executed by the directors；
3. To report to a general meeting or to the competent authorities, if any irregularities are discovered in the financial status or the execution of affairs；and
4. To convene a general meeting, if it is necessary to do so for making the report mentioned in the preceding subparagraph.

All the affairs of an incorporated association, except for those delegated to the directors or other officers by the articles of incorporation, shall be decided by a resolution of the general meeting.

The directors of an incorporated association shall convene a regular general meeting at least once a year.

(1) The directors of an incorporated association may convene a special general meeting whenever they deem it necessary to do so.
(2) The directors shall convene a special general meeting, when a demand stating the purpose of the meeting has been made by one fifth or more of the members. This quorum may be increased or decreased by the Articles of incorporation.
(3) In a case where the directors have not taken necessary procedures for convocation of a general meeting within two weeks after the demand under the preceding paragraph was made, the members who made the demand may convene the meeting with the permission of the court.

The convocation of a general meeting shall be done by dispatching notice at least a week in advance, indicating the object of the meeting, in a manner as stipulated by the Articles of incorporation.

Except as otherwise provided in the Articles of incorporation, resolutions may be adopted at a general meeting only with regard to matters of which advance notice has been given in accordance with the preceding Article.

(1) Each member shall have equal vote.
(2) Members may vote in writing or by proxy.
(3) The preceding two paragraphs shall not apply, if it is otherwise provided in the Articles of incorporation.

In a case where a resolution is to be voted on concerning the relations between the incorporated association and one of its members, such member shall have no right to vote.

(1) Unless otherwise provided in this Act or in the Articles of incorporation, the attendance of a majority of all the members, and the votes of a majority of the members present, shall be necessary for the resolutions of a general meeting.
(2) In the case of Article 73 (2), the members concerned shall be deemed to have attended the meeting.

(1) A minutes for the proceedings of a general meeting shall be maintained.
(2) The minutes shall state the development, outline, and result of the proceedings, and the chairman and directors present shall sign and seal it.
(3) The directors shall keep the minutes at its principal office.

(1) A juristic person shall be dissolved upon the expiration of the period of its duration, the completion of the undertaking which forms the object of the juristic person, or the impossibility of such completion, the happening of any cause of dissolution specified in the Articles of incorporation, bankruptcy, or the annulment of the permission for incorporation.
(2) An incorporated association shall be dissolved in the case where no member remains, or by a resolution of a general meeting.

Unless otherwise provided in the Articles of incorporation, an incorporated association shall not adopt a resolution for dissolution, except with the approval of at least three fourths of all the members.

If a juristic person has become incapable of discharging its obligations in full, the directors shall immediately file a petition for bankruptcy.

(1) The assets of a juristic person which has been dissolved shall revert to the persons designated in the Articles of incorporation.
(2) If no person to whom the assets are to be reverted is designated in the Articles of incorporation, or if the method by which such person is to be determined is not specified therein, the directors or the liquidators may, with the permission of the competent authorities, dispose of the assets for the purposes similar to those of the juristic person：Provided, That in the case of an incorporated association, a resolution of a general meeting is required.
(3) Any property which is not disposed of in accordance with the provisions of the preceding two paragraphs shall revert to the National Treasury.

A juristic person which has been dissolved shall have the rights and duties only within the scope of liquidating purpose.

When a juristic person has been dissolved, the directors shall become the liquidators except in the case of bankruptcy：Provided, That this shall not apply, if otherwise prescribed in the Articles of incorporation, or by the resolution of a general meeting.

If there exists no person to become a liquidator under the preceding Article, or if there is any possibility that damage may ensue because of a vacancy among the liquidators, a court may appoint liquidators on the application of any person interested, or of a public prosecutor, or ex officio.

Where any grave reason exists, the court may remove a liquidator ex officio, or on the application of any person interested, or of a public prosecutor.

(1) Except in the case of bankruptcy, liquidators shall effect the registration of the cause and date of dissolution, their full names, domiciles, and any restriction in a case where restriction is placed upon the power of representation of the liquidators, at the seats of the principal and branch offices within three weeks after their inauguration.
(2) The provisions of Article 52 shall apply mutatis mutandis to the registration under the preceding paragraph.

(1) Except in the case of bankruptcy, liquidators shall report to the competent authorities on the matters under paragraph (1) of the preceding Article within three weeks after their inauguration.
(2) Liquidators inaugurated during the course of liquidation shall report only their full names and domiciles.

(1) The duties of liquidators shall be as follows：
1. Winding up of pending business；
2. Recovery of claims and discharge of obligations；and
3. Distribution of surplus assets.
(2) Liquidators may do all acts necessary for performing the duties specified in the preceding paragraph.

(1) Liquidators shall, within two months from the day on which they assumed office, give at least three public notices to obligers calling upon them to report their claims within a specified period, which shall not be less than two months.
(2) A statement shall be included in the public notice under the preceding paragraph that the claims of obligees who do not report their claims within the period will be excluded from liquidation.
(3) The public notice under paragraph (1) shall be given in the same manner as that of particulars to be registered to the court.

Liquidators shall give a separate notice to each obligee known to them to report his claim. Obligees known to liquidators shall not be excluded.

Liquidators shall not discharge obligation to obligees within the period under Article 88 (1)：Provided, That the juristic person, shall not be exempt from liability for paying damages accruing from the delay.

(1) The juristic person which is in the course of liquidation may discharge those obligations which are not yet due.
(2) In the case of the preceding paragraph, in regard to the claims with conditions, claims with indefinite period of duration, and other claims whose amount is not determined, they shall be discharged at the amount as appraised by an appraiser appointed by the court.

Obligees excluded from liquidation may claim against such property only as has not yet been delivered to the persons to whom the property is to revert after the liabilities of the juristic person have been fully satisfied.

(1) When it has become clear in the course of liquidation that the assets of the juristic person are insufficient to fully satisfy his liabilities, the liquidators shall immediately file a petition for bankruptcy and give a public notice thereof.
(2) The duties of the liquidators shall come to an end when they hand over the affairs to the bankruptcy trustee.
(3) The provisions of Article 88 (3) shall apply mutatis mutandis to the public notice under paragraph (1).

When the liquidation has been completed, liquidators shall register it within three weeks thereafter, and make a report thereon to the competent authorities.

The dissolution and liquidation of a juristic person shall be subject to the inspection and supervision of the court.

The provisions of Articles 58 (2), 59 through 62, 64, 65, and 70 shall apply mutatis mutandis to liquidators.

Directors, auditors, or liquidators of a juristic person shall be liable for a fine for negligence of not more than 5,000,000 won in any of the following cases：
1. If they have neglected to effect any of the registrations prescribed in this Chapter；
2. If they have contravened the provisions of Article 55, or have made false statements in the inventory of assets or in the list of the members；
3. If they have obstructed inspection and supervision prescribed in Articles 37 and 95；
4. If they have made false statements to, or have concealed facts from, the competent authorities or a general meeting；
5. If they have violated the provisions of Articles 76 and 90；
6. If, in violation of the provisions of Articles 79 and 93, they have neglected to file a petition for bankruptcy；or
7. If they have neglected to give any of the public notices prescribed in Articles 88 and 93, or have given a false public notice.