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Article 12-1
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An issuer registering to use outstanding shares to sponsor issuance of overseas depository receipts in a foreign over-the-counter market shall submit the matter to the board of directors or shareholders meeting for approval by resolution. Afterwards, the issuer shall file with the FSC for effective registration by submitting the Registration Form (Table 5-1), specifying therein the maximum total amount and the required particulars, together with the required supporting documents.
Only after the issuer has filed for effective registration pursuant to the preceding paragraph may an investor, directly or via a depositary institution, within the maximum total amount, purchase the original securities on the domestic market and deliver them, or deliver the original securities that it already holds, to the custodian institution, for the depositary institution to issue overseas depositary receipts evidencing the securities. However, the persons specified in Article 22-2 of the Act are prohibited from doing as provided hereinabove.
When the issuer does as provided in paragraph 1, the number of shares represented by the maximum total amount for the overseas depositary receipts registered for issuance may not exceed 10 percent of the total number of issued shares of the issuer.
After the issuer has done as provided in paragraph 1, if the depository institution fails to conduct the initial issue of overseas depositary receipts within 6 months from the date on which the notice of effective registration is received, the FSC may void the effective registration; provided, the FSC may grant an extension of 6 months upon application therefor with legitimate reasons and provided further that such extension shall be limited to one.
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