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The License application and the required documents must be pro-
vided and complete within one year of the incorporation date; other-
wise the permission of incorporation shall automatically become
invalid. If the Company does not apply to the Board to establish a Fund
within three months after obtaining the License, or if the application is
rejected, both the incorporation permission and License shall automat-
ically become invalid.
Amendments to the articles of association, Transfer of shares and
assets, Mergers
Amendments to the articles of association, the transfer of shares
and assets and mergers are subject to permission. Registrations with-
out any permission are deemed invalid.
The approval of the Undersecretariat is required to amend the arti-
cles of association. Without approval, amendment drafts cannot be
negotiated in the general assembly and cannot be registered to the trade
registry. The following are also subject to prior consent from the
Ministry (to which the Undersecretariat of Treasury is attached):
• Transfer of shares granting privilege for appointing members to
the board of directors and auditors or granting a usufruct right;
• Transfer of all the company’s assets and liabilities to another
pension company or the merging of the company with one or
more pension companies;
• The direct or indirect transfer of capital shares of the legal enti-
ty shareholders holding ten percent or more of the company
capital.
Permission will be granted for share transfer transactions on the
condition that the new shareholder fulfills the same set of criteria as the
Company’s founders. In the event that the capital shares that determine
the control and management of the legal entity are owned by another
legal entity, these provisions shall be enforced until real person share-
holders are determined.
The following share transactions are subject to the permission of
the Prime Ministry:
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NEWSLETTER 2012