(1) A company that intends to make a share swap shall prepare a contract for share swap and obtain approval therefor from a general meeting of shareholders.
(2) A resolution for an approval under paragraph (1) shall be governed by the provisions of Article 434.
(3) The following matters shall be provided for in the share swap contract: <Amended by Act No. 10600, Apr. 14, 2011; Act No. 13523, Dec. 1, 2015>
1. Where the company becoming a wholly owning parent company amends the articles of incorporation due to the share swap, the relevant provisions;
2. Matters concerning the total number and classes of new shares to be issued or treasury shares to be transferred by the company becoming a wholly owning parent company, and the number of such shares by class, and the allotment of new shares or the transfer of treasury shares to the shareholders of the company becoming a wholly owned subsidiary, where the company becoming the wholly owning parent company issues new shares or transfers treasury shares for share swap;
3. Matters concerning the amount of capital or reserves to be increased, where the amount of capital or reserves of the company becoming a wholly owning parent company is to be increased;
4. Where money or any other asset is provided to the shareholders of the company becoming a wholly owned subsidiary as all or part of the consideration notwithstanding subparagraph 2, matters concerning the details and allotment thereof;
5. Date of the general meeting of shareholders of each company to adopt a resolution under paragraph (1);
6. Date of share swap;
7. Where profits dividends are distributed by each company by the date of share swap, the maxim amount thereof;
8. Deleted; <by Act No. 13523, Dec. 1, 2015>
9. Where the directors, auditors or members of the audit committee to be appointed by the company becoming a wholly owning parent company have been determined, their names and resident registration numbers.
(4) A company shall state the following matters in a notice under Article 363: <Amended by Act No. 12591, May 20, 2014>
1. The major details of a share swap agreement;
2. The details of and methods for exercising the appraisal right under Article 360-5 (1);
3. Where one company has provisions in its articles of incorporation to the effect that a share transfer requires an approval of the board of directors, and the articles of incorporation of the other company do not have such provisions, the purport thereof.
(5) If the shareholders of each company involved in the share swap bear increased liabilities as a result of a share swap, 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>
(6) Notwithstanding Article 342-2 (1), where the assets provided to the shareholders of the company becoming a wholly owned subsidiary pursuant to paragraph (3) 4 include shares of the parent company of the company becoming a wholly owning parent company, the company becoming the wholly owning parent company may acquire the shares of such parent company for the provision. <Newly Inserted by Act No. 13523, Dec. 1, 2015>
(7) Where the company becoming a wholly owning parent company continues to own shares of the parent company of such company that it has acquired pursuant to paragraph (6) after the share swap, it shall dispose of such shares within six months from the date on which the share swap takes effect. <Newly Inserted by Act No. 13523, Dec. 1, 2015>[This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]