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COMMERCIAL LAW
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5. Minimum Capital and Articles of Association
Joint stock companies and limited liability companies shall comply
with the provisions of the New TCC governing minimum capital within
3 years following the publication date of the code (on February 14,
2014). Otherwise, the company shall be deemed dissolved. The Ministry
of Science, Industry and Technology (formerly called the Ministry of
Industry and Commerce) may extend this period twice for one year each.
Joint stock companies and limited liability companies shall adapt
their articles to the relevant provisions of the New TCC within 18
months following its publication date (on July 14, 2012). Failure of such
adaptation shall result in the application of the provisions of the New
TCC instead of the provisions of the articles. The Ministry of Science,
Industry and Technology may extend this period only once for one more
year.
Pursuant to articles 20 and 22 of the Application Code, quorums
required for amending the articles of association shall not apply to
amendments in order for such adaptation.
6. One Man Company
All companies whose number of shareholders decreased to one shall
notify the information of such unique shareholder through the notary
public the board of directors in joint stock companies and managers
in limited liability companies within 15 days following the entry into
force date of the New TCC. This person shall be registered pursuant to
the articles 338 and 574 of the New TCC. Unless these procedures are
followed, liabilities specified in the relevant articles shall arise.
7. Prohibition of Indebtedness of a Shareholder to the Company
Pursuant to the New TCC, shareholders may not be indebted to
their company unless they are merchants and the relevant arms-length
transaction complies with the conditions of similar transactions. In case
a shareholder is indebted to a company during the period of the Current
TCC, which is in violation with this provision, such debts must be paid in
cash to the company as of July 1, 2015. Failure to comply with the relevant