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Korean business law - shareholder agreement

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작성자 최고관리자 댓글 0건 조회 168회 작성일 19-01-26 14:23

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When you start your business, you will start as a corporation or individual. Depending on the industry, it is a little different, but usually when you start your business, you start out as a private business, and when the company grows, it often turns into a corporation. There are many types of corporations, but among them, a corporation is to be established. In case of two or more shareholders, writing a "shareholder agreement" is a way to prevent future occurrences.

Shareholder agreement required?
The establishment of a corporation does not require a shareholder agreement. It is not necessary for the establishment of the company, but it is a written agreement between the shareholders that defines the management rights, risks that may arise in the future, and promises and guidelines that must be followed in the course of operating the company. That is why it is necessary to prevent future problems among stock holders.

Shareholder agreement contents
1) Shareholding ratio and share among shareholders
How should I determine the proportion of magnetic particles? There is nothing definite about this. This is because it is not necessary for the CEO to have an absolute majority of the stake. However, when determining one stake, the basic decision structure of a corporation must be considered. The chief decision-making body of a corporation is a general meeting of shareholders, of which general matters are usually resolutions, and important matters are special resolutions. Therefore, when deciding on equity, you should consider whether you and your friendship can usually pass resolutions and pass special resolutions.
2) Fund management agreement
If you are in a private business, you can make all of your decisions, but if you go on more than one person, you may have a conflict. In particular, we can not rule out the use of corporate cards indiscriminately, use funds, and leave no evidence. Therefore, it is desirable to make specific guidelines in this regard. It is advisable to have a lawyer to handle all these matters, since it is more precise and specific to write all the details through a lawyer.
3) Composition of the shareholders' meeting
Shareholders' Meeting, the highest decision-making body. If you are a general company, you will leave it to the CEO or executive director, but important decisions are made by the shareholders who are the owner of the corporation. Shareholder agreement generally contain provisions relating to the general meeting of shareholders and may be specified separately if additional clarifications are made.
4) Composition of the Board of Directors
Although the shareholders' meeting, which consists of shareholders who own the company's shares, is the highest decision-making body of the corporation, there are many things that are set out in the Commercial Law so that the board of directors can decide on the board of directors. At this time, the number of directors and the appointment or the term of office of directors can be specified.
5) Prohibition of similar business
In some cases, you may not be able to do similar sales for a certain period of time, even after you leave the company. Shareholders, who are founders, know much more about company trade secrets than general employees. Therefore, if such information is used by a company's competitors, it is necessary to prohibit sales in order to prevent such situations.
6) Scheduled damages
If another shareholder violates the contract, the damage to the remaining shareholders due to the breach of contract is hard to measure immediately. In such cases, it is difficult to prove the damage, and the amount of damages is pre-determined and documented in the Shareholder agreement

There are too many other things to state in the Shareholder agreement. And because there are many detailed clauses for each item, you have to go through the contract with your lawyer thoroughly. Therefore, it is best to write a Shareholder agreement with the help of a professional attorney.
As a matter of fact, when you write Shareholder agreement, it is necessary to have a process of discussing in detail what will be done by the shareholders who are the parties. If this is the case, it is best to gather shareholders to sign Shareholder agreement and, if possible, notarize them.


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