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Commercial Act — Article 391 (Methods of Resolution by Board of Directors)

상법 제391조

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) A resolution of the board of directors shall be adopted in the presence of a majority of directors in office by the affirmative votes of a majority of directors present at the meeting: Provided, That the voting requirement may be increased by the articles of incorporation.

(2) The board of directors may, unless otherwise provided for in the articles of incorporation, allow all or some of the directors to take part in the adoption of a resolution without presence in person at the meeting by means of a remote communications system that enables all directors' simultaneous transmission and receipt of sounds. In such cases, the relevant directors shall be deemed present at the meeting. <Newly Inserted by Act No. 6086, Dec. 31, 1999; Act No. 10600, Apr. 14, 2011>

(3) The provisions of Articles 368 (3) and 371 (2) shall apply mutatis mutandis in cases falling under paragraph (1). <Amended by Act No. 12591, May 20, 2014>[This Article Wholly Amended by Act No. 3724, Apr. 10, 1984]

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