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Article 129
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The promoters of a company limited by shares shall draw up the Articles of Incorporation containing the following particulars and shall affix thereon their respective signatures or personal seals:
- The name of the company;
- The scope of business to be operated by the company;
- For a company issuing par value shares, the total number of shares and the par value of each share certificate; for a company issuing no par value shares, the total number of shares.
- The location of the company;
- The number of directors and supervisors, and the term of their respective offices; and
- The date of establishment of the Articles of Incorporation.
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Article 130
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The following matters shall not take effect, unless they are stipulated in the Articles of Incorporation:
- Establishment of branch office;
- The cause(s) for dissolution of the company, if any;
- The kind of special shares and the rights and obligations covered by such shares; and
- Special benefits to be accorded to promoters, and the name of such beneficiaries.
The shareholders’ meeting may make change of the special benefits accordable to promoters under the provision set out in Item Four of the preceding Paragraph provided that such change shall not result in any prejudice to the benefits already accrued to the promoters.
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Article 157
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Where a company is to issue special shares, it shall include in its Articles of Incorporation provisions concerning:
- Order, fixed amount or fixed ratio of allocation of dividends and bonus on special shares;
- Order, fixed amount or fixed ratio of allocation of surplus assets of the company;
- Order of or restriction on or no voting right on the exercise of voting power by special shareholders;
- Multiple voting right or veto power over specific matters on the exercise of voting power;
- Any prohibition or restriction regarding special shareholders’ rights of being elected as directors and/or supervisors or rights of electing a certain amount of seats of directors;
- Number, method or formula for special shares to be converted into common shares;
- Restrictions on transfer of special shares; and
- Other matters concerning rights and obligations incidental to special shares.
Special shareholders with multiple voting right as referred to in Item Four of the preceding paragraph shall have the same voting right as common shareholders for the election of supervisors.
The following special shares shall not apply to a public company:
- Special shares referred to in Item Four, Five and Seven of the preceding paragraph.
- Special shares to be converted into multiple common shares.
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