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Commercial Act — Article 363 (Notice of Convocation)

상법 제363조

This English translation is based on the Korean text effective 2018-12-19. The Korean law has since been amended (current version effective 2026-09-10) — check the Korean original.

(1) When a company convenes a general meeting of shareholders, it shall give a written notice or notice in an electronic form to each shareholder by obtaining the consent of each shareholder, at least two weeks prior to the date set for such general meeting: Provided, That if such notice has not arrived at the address of a shareholder entered on the register of shareholders for three consecutive years, the company may choose not to give such notice to that shareholder.

(2) Written notices under paragraph (1) shall state the agenda for the meeting.

(3) Notwithstanding the provisions of paragraph (1), when a company with total capital of less than one billion won, convenes a general meeting of shareholders, it may give each shareholder a notice in writing, or in an electronic form, in which case after obtaining consent from each shareholder, at least ten days prior to the date of the general meeting of shareholders. <Amended by Act No. 12591, May 20, 2014>

(4) A company with total capital of less than one billion won may hold a general meeting of shareholders without undergoing a convocation procedure if there is consent of all shareholders, and a resolution of a general meeting of shareholders may be replaced by a written resolution. If all shareholders consent to the subject matter of a resolution in writing, a written resolution shall be deemed adopted. <Amended by Act No. 12591, May 20, 2014>

(5) A written resolution under paragraph (4) shall have the same effect as a resolution by a general meeting of shareholders. <Amended by Act No. 12591, May 20, 2014>

(6) Provisions concerning a general meeting of shareholders shall apply mutatis mutandis to a written resolution. <Amended by Act No. 12591, May 20, 2014>

(7) The provisions of paragraphs (1) through (4) shall not apply to the holders of non-voting shares: Provided, That the foregoing shall not apply where the agenda of the general meeting stated in a notice under paragraph (1) includes matters triggering appraisal rights of dissenting shareholders pursuant to Article 360-5, 360-22, 374-2, 522-3 or 530-11. <Amended by Act No. 12591, May 20, 2014; Act No. 13523, Dec. 1, 2015>[This Article Wholly Amended by Act No. 9746, May 28, 2009]

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