KEY POINTS OF AMENDMENTS TO COMPANY ACT

07/01/2011

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The latest amendments to the Company Act took effect on July 1, 2011. The key points of these amendments are summarized as follows:
l	If a company is ordered by a court, in a final judgment, to discontinue the use of its name for reasons such as that its use constitutes a trademark violation, it should change its name and register its new name within six months of the date of the final judgment. If the company fails to do so even after the authorities instruct it to do so within another given timeframe, the authorities may issue an order to dissolve the company (Article 10).
l	If a public issuing company intends to revoke its public issuing status, a special resolution thereon must be adopted at a shareholders meeting (Article 156).
l	The restrictions that a company may redeem its special shares only with its earnings or the consideration received from issuing new shares are lifted (Article 158).
l	After a company buys back its own shares for transfer to its employees, the company may prohibit its employees from transferring such shares to third parties within a period of up to two years of receiving such shares (Article 167-3).
l	In addition to cash, a company may return the reduced capital to its shareholders in other forms of assets (Article 168).
l	A public issuing company may distribute its shareholders meeting minutes by way of making a public announcement, regardless of how many shares that a shareholder holds (Articles 177 and 230).
l	Subject to the consent of the party who is entitled to receive the notice for calling a board meeting, such notice can be delivered by means of electronic transmission (Article 204).
l	A company may, pursuant to a special resolution adopted at a shareholders meeting, issue new shares to its employees with restricted rights (Article 267).