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Shareholder and board vote check

Check whether a shareholders' or board resolution passes under the Korean Commercial Act.

Shareholders' meeting

Voting shares 10,000, votes present 6,000

Ordinary resolution

Passes

Needs 3,001 or more votes in favor (present test) and 2,500 or more (total shares test).

More than half of the votes present, and at least a quarter of all voting shares (Commercial Act art. 368).

Special resolution

Passes

Needs 4,000 or more votes in favor (present test) and 3,334 or more (total shares test).

At least two thirds of the votes present, and at least a third of all voting shares (art. 434).

Board of directors

Passes

Needs 2 or more directors in favor.

More than half of the directors present, and more than half of those present in favor (art. 391). The articles of incorporation can set a higher bar. A director with a special interest cannot vote.

Which decisions need which resolution

Ordinary resolution

  • Appointing directors and auditors (art. 382, 409)
  • Director and auditor pay, if not set in the articles (art. 388, 415)
  • Approving the financial statements (art. 449)
  • Dividends in cash or shares (art. 462, 462-2)
  • Capital reduction to cover losses (art. 438(2))

Special resolution

  • Amending the articles of incorporation (art. 433, 434)
  • Transferring all or a key part of the business (art. 374)
  • Dismissing directors and auditors (art. 385, 415)
  • Reducing capital (art. 438(1))
  • Mergers and splits (art. 522, 530-3)
  • Share exchanges and transfers (art. 360-3, 360-16)
  • Granting stock options (art. 340-2)
  • Convertible or warrant bonds to non-shareholders, if not set in the articles (art. 513, 516-2)
  • Stock splits (art. 329-2) and issuing shares below par (art. 417)
  • Dissolution (art. 518) and continuing the company (art. 519)

Board resolution

  • Calling a shareholders' meeting (art. 362)
  • Choosing the representative director (art. 389; the articles may give it to shareholders)
  • Issuing new shares (art. 416; the articles may give it to shareholders)
  • Issuing bonds (art. 469)
  • Selling key assets, large borrowing, managers and branches (art. 393)
  • Approving deals between the company and its directors, two thirds of all directors (art. 398)
  • Moving reserves into capital (art. 461) and interim dividends (art. 462-3)

General rules of the Korean Commercial Act as checked on 22 October 2026. Articles of incorporation, listed-company rules and companies with fewer than three directors (capital under 1 billion won) can work differently. This is a guide, not legal advice.

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