We have already mentioned two new laws that have been amended, and this time we will be talking about a new law following the previous one.
Section 8 of the Amendment Act The provision of (1) of Section 1108 of the Civil and Commercial Code shall be repealed and replaced by the following.
“(1) Make an agreement on setting up various regulations of the company. or conflicts that cannot be resolved or cannot be resolved between the directors orshareholdertoo.”
This point, when considered, may be strange. because it is not a mandatory provision like the nature of general law by word of law “Should determine how to solve problems or conflicts….
in that case if it is not prescribed as provided by law What will be the effect? The answer is probably no effect. Because this article is not a mandatory provision as mentioned above.
But in some cases, companies withshareholderFew people may have problems, such as a family company with many brothers and sisters. If the solution is written out in advance, it will be in the best interest of all parties.
Section 9 The provision of paragraph one of Section 1128 of the Civil and Commercial Code shall be repealed. and use the following
“Section 1128 In every share certificate, at least one director shall sign and seal the company seal, if any.”
This section is about solving the problem in practice. Originally, “In every share certificate, at least one director must sign.” Therefore, from the original that one director signed the blank share certificate, the company’s seal (if any) was added as well.
Section 10 The provisions of Section 1158 of the Civil and Commercial Code shall be repealed. and use the following instead.
“Section 1158 Unless otherwise stated in the Articles of Association of the Company Commissioners have the powers under the provisions of the following seven sections.” This section was amended from the original 6 sections that had the powers of the committee members, but was amended to 7 sections because of the addition of section 1162/1, which will be discussed later.
Section 11 Add the following as Section 1162/1 of the Civil and Commercial Code.
“Section 1162/1 The meeting of the Board of Directors may be conducted by any communication technology. The directors are not required to appear at the meeting. unless prohibited by the Company’s Articles of Association
The meeting of the Board of Directors by means of communication with technology under the first paragraph shall be in accordance withElectronic conferencing law It shall be deemed that the committee member who uses the communication under paragraph one shall be deemed to have attended the committee meeting. and shall be counted as a quorum and have the right to vote in the meeting.”
This is an amendment to make the law more modern. that is, to haveelectronic committee meetingYes, after the epidemic of COVID-19, meetings via electronic media have become very popular.
When the company has consented to have an electronic meeting. Directors attending the meeting via Zoom or MS Team will also be counted as a quorum. Not only in the conference room Including having the right to vote at that meeting as well.
As for the details of the electronic meeting method, it shall be in accordance with the law on electronic conferencing.