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Laws › Commercial Act › SECTION 13 Special Cases for Listed Companies

Commercial Act — Article 542-9 (Transactions with Interested Persons Including Major Shareholders)

상법 제542조의9

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) No listed company shall grant credit (referring to lease of property with economic value, including money, guarantees for the performance of obligations, purchase of securities intended for supporting funds, or other direct or indirect transactions determined by Presidential Decree accompanying credit risks on the transactions; hereafter the same shall apply in this Article) to or for any of the following persons: <Amended by Act No. 10600, Apr. 14, 2011>

1. Major shareholders and their specially related persons;

2. Directors (including persons who fall under any of the subparagraphs of Article 401-2 (1); hereafter the same shall apply in this Article) and executive directors;

3. Auditors.

(2) Notwithstanding the provisions of paragraph (1), a listed company may grant credit in any of the following cases: <Amended by Act No. 10600, Apr. 14, 2011>

1. Granting of credit determined by Presidential Decree, such as lending money to directors, executive directors or auditors in order to promote their welfare;

2. Granting of credit allowed under other statutes;

3. Other credit granting determined by Presidential Decree, such as money lending that is unlikely to undermine managerial soundness of the listed company.

(3) In cases where a listed company determined by Presidential Decree based on the scale of assets, etc. intends to engage in transactions that fall under any of the following subparagraphs (excluding transactions prohibited under paragraph (1)) with or for the largest shareholder, his/her specially related persons, and such listed company's specially related persons prescribed by Presidential Decree, the company shall obtain approval thereof from the board of directors:

1. Cases where the scale of a single transaction exceeds the maximum scale determined by Presidential Decree;

2. Cases where the total amount of transactions, including the relevant transactions with specified persons during the relevant business year, exceeds the amount determined by Presidential Decree.

(4) In cases falling under paragraph (3), a listed company shall report the purpose of the relevant transaction, its counterpart, and other matters determined by Presidential Decree during the first ordinary general meeting of shareholders convened after a resolution on the approval has been adopted by the board of directors.

(5) Notwithstanding the provisions of paragraph (3), a listed company may engage in ordinary transactions under the category of business managed by itself, which falls under any of the following subparagraphs, without obtaining approval from the board of directors, and may not report details of transactions to a general meeting of shareholders when the company is engaged in transactions under subparagraph 2:

1. Standardized transactions under the terms and conditions, which are determined by Presidential Decree;

2. Transactions made not exceeding the total amount of transactions approved by the board of directors.[This Article Newly Inserted by Act No. 9362, Jan. 30, 2009]

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