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Commercial Act — Article 398 (Transactions between Directors, etc. and Company)

상법 제398조

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.

When any of the following persons intends to engage in a transaction with the company on his/her own account or on the account of a third party, he/she shall in advance disclose material facts about the relevant transaction at the board of directors and shall obtain approval therefrom. In such cases, the approval of the board of directors shall be granted with two thirds or more of the total number of the directors, and the relevant transaction shall be fair in terms of its particulars and procedures:

1. A director or a major shareholder under Article 542-8 (2) 6;

2. The spouse and lineal ascendents or descendents of a person falling under subparagraph 1;

3. Lineal ascendents or descendents of the spouse of a person falling under subparagraph 1;

4. A company in which half or more of the total number of issued and outstanding shares with voting rights are held by a person falling under any of subparagraphs 1 through 3, solely or jointly with others, or its subsidiary company;

5. A company in which at least half the total number of issued and outstanding shares with voting rights are held by a person falling under any of subparagraphs 1 through 3, together with a company falling under subparagraph 4.[This Article Wholly Amended by Act No. 10600, Apr. 14, 2011]

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