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Commercial Act — Article 523 (Merger Agreement in case of Merger)

상법 제523조

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.

If one of the constituent companies of a merger survives the merger, the merger agreement shall provide for the following matters: <Amended by Act No. 5591, Dec. 28, 1998; Act No. 6488, Jul. 24, 2001; Act No. 10600, Apr. 14, 2011; Act No. 13523, Dec. 1, 2015>

1. If the surviving company increases, for the merger, the total number of shares authorized to be issued, the total number of shares authorized to be increased, and the classes and the number thereof;

2. Where the amount of capital or reserves of the surviving company is increased, matters concerning the amount of capital or reserves to be increased;

3. Where the surviving company issues new shares or transfers treasury shares while effectuating the merger, matters concerning the total number, classes, number per class of new shares it issues or treasury shares it transfers, and the allotment of new shares or the transfer of treasury shares to the shareholders of the non-surviving company after the merger;

4. In cases where, notwithstanding the provisions of subparagraph 3, the surviving company provides money or other assets to the shareholders of the non-surviving company after the merger as all or part of consideration for the merger, the particulars and matters concerning the allotment;

5. The date set for the general meeting of members or shareholders of each company to adopt a resolution approving the merger;

6. The date on which the merger is to be effected;

7. Matters on amendments to the articles of incorporation to be made by the surviving company as a result of the merger, if any;

8. Where each company makes a profit distribution due to the merger, the maximum amount thereof;

9. Where directors, auditors or members of the audit committee who are to take office in the surviving company have been determined, their names and resident registration numbers.

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Korean original (law.go.kr) · Get articles as JSON via API

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