(1) A company seeking to transfer shares shall prepare a plan for share transfer stating the following matters, and obtain approval thereof from a general meeting of shareholders: <Amended by Act No. 10600, Apr. 14, 2011; Act No. 13523, Dec. 1, 2015>
1. Provisions of the articles of incorporation of the wholly owning parent company to be established;
2. The classes and number of shares issued for the share transfer by the wholly owning parent company to be established, and matters on the allotment of shares to the shareholders of the company becoming a wholly owned subsidiary;
3. The amount of capital and capital reserves of the wholly owning parent company to be established;
4. Where money or any other asset is provided to the shareholders of the company becoming a wholly owned subsidiary notwithstanding subparagraph 2, matters concerning the details and allotment thereof;
5. The timing for the share transfer;
6. Where profits dividends are distributed by the company becoming a wholly owned subsidiary by the date of share transfer, the maxim amount thereof;
7. The names and resident registration numbers of the directors, auditors or the members of the audit committee of the wholly owning parent company to be established;
8. Where the companies jointly incorporate a wholly owning parent company based on the share transfer, the purport thereof.
(2) A resolution for an approval under paragraph (1) shall be governed by Article 434.
(3) The provisions of Article 360-3 (4) shall apply mutatis mutandis to the approval of a general meeting of shareholders in cases falling under paragraph (1).
(4) In cases where the shareholders of each company involved in the share transfer bear increased liabilities as a result of a share transfer, the consent of all shareholders shall be required in addition to the resolution under paragraph (1) and Article 436. <Newly Inserted by Act No. 10600, Apr. 14, 2011>[This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]