주식회사에 있어서 영업상 중요재산의 양도 = The Transfer of the Important Properties of Business in Case of a Stock Company

다국어 초록 (Multilingual Abstract)

Commercial Act Article 374 (1) provides that a special resolution of a general shareholders' meeting shall be required for a company to 'transfer the whole or an important part of business of the company'.
Then the question is whether the phrase, 'transfer of business of the company' provided by this clause can be translated to include transfer of the important properties of business, and so to require a special resolution of a general shareholders' meeting in case of transferring the important properties of business of the company.
If the purpose of the clause providing that a special resolution of a general shareholders' meeting shall be required for the company to transfer business is to protect shareholders when business of the company can't be maintained or can't help being reduced as drastically as management of the company gets into trouble by transferring of business of the company, a special resolution of a general shareholders' meeting shall be required for a company to 'transfer the whole or an important part of business of the company', likewise to transfer business of the company merely.
And when a business transferer ceases or suspends business of the company, there can be also the question of whether or not a special resolution of a general shareholders' meeting shall be required for the company to transfer the important properties of business. If a stock company already ceased or suspended business of the company at that time when the company disposed of the important properties on which the survival of a company is based, its disposal of the important properties would not let the whole or a part of business ceased or suspended. Therefore, in this case the disposal of the important properties will be valid although without a special resolution of a general shareholders' meeting.