# Civil Act of South Korea/GENERAL PROVISIONS
## CHAPTER Ⅰ COMMON PROVISIONS
##### Article 1 (Source of Law)

If there is no provision in Acts applicable to certain civil affairs, customary law shall apply, and if there is no applicable customary law, sound reasoning shall apply.

##### Article 2 (Trust and Good Faith)

    (1) The exercise of rights and the performance of duties shall be in accordance with the principle of trust and good faith.
    (2) No abuse of rights shall be permitted.

## CHAPTER Ⅱ PERSONS
### SECTION 1 Capacity
##### Article 3 (Duration of Legal Capacity)

All persons shall be subjects of rights and duties throughout their lives.

##### Article 4 (Majority)

Majority is attained upon the completion of twenty full years of age.

##### Article 5 (Capacity of Minor)

    (1)A minor shall obtain the consent of his agent by law to perform any juristic act: Provided, That exceptions shall be made in a case where the juristic act concerned is one merely to acquire rights or to be relieved from obligations.
    (2) Any act done in violation of the provision of the preceding paragraph is voidable.

##### Article 6 (Property Permitted to Dispose of)

A minor, in regard to property of which he has been permitted by his agent by law to dispose of within the scope specified by the latter, may dispose of it at his will.

##### Article 7 (Cancellation of Consent and Permission)

Before a minor performs any juristic act, his agent by law may cancel the consent and permission given under the preceding two Articles.

##### Article 8 (Permission on Business)

    (1) A minor who has been permitted to carry on a specific business by his agent by law shall have in relation to such a specific business the same capacity as a person of full age.
    (2) A agent by law may cancel or qualify the permission under the preceding paragraph: Provided, That the cancellation or qualification cannot be set up against a third person acting in good faith.

##### Article 9 (Adjudication of Quasi-Incompetency)

A feeble minded person or a spendthrift who may bring poverty to himself or his family, shall be adjudged a quasi-incompetent by a court on the application of the person himself, his spouse, any relative within the fourth degree of relationship, guardian or a public prosecutor. <Amended by Act No. 4199, Jan. 13, 1990>

##### Article 10 (Capacity of Quasi-Incompetent Person)

The provisions of Articles 5 through 8 above shall apply mutatis mutandis to the quasi-incompetent persons.

##### Article 11 (Rescission of Adjudication of Quasi-Incompetency)

When the cause for quasi-incompetency has ceased to exist, a court shall rescind the adjudication on the application of any of the persons mentioned in Article 9.

##### Article 12 (Adjudication of Incompetency)

A person in a habitual condition of mental unsoundness may be adjudged incompetent by a court on the application of any of the persons mentioned in Article 9.

##### Article 13 (Capacity of an Incompetent)

Juristic acts done by incompetents are voidable.

##### Article 14 (Rescission of Adjudication of Incompetency)

The provision of Article 11 shall apply mutatis mutandis to incompetents.

##### Article 15 (Right of Peremptory Notice of Other Party to Person under Disability)

    (1) The other party to an act performed by a person under disability may, after the latter has become a person of full capacity, give a peremptory notice to the latter requesting a definite answer within a period, which shall not be less than one month, as to whether the latter ratifies the voidable act or not. If the person who was under disability, fails to dispatch a definite answer within such period, the act is deemed to have been ratified.
    (2) Before the person under disability has become a person of full capacity, the notice under the preceding paragraph may be given to his legal representative, and when his agent by law fails to dispatch a definite answer within such period, the act is deemed to have been ratified.
    (3) Any act for which special formalities are required shall be deemed to have been avoided if a definite answer in compliance with such formalities is not dispatched within the aforesaid period.

##### Article 16 (Withdrawal and Refusal Rights of Other Party to Person under Disability)

    (1) The other party to a contract concluded by a person under disability may withdraw his declaration of intention (toward the contract) until it has been ratified, unless the other party knew, at the time of formation of the contract, that the latter was a person under disability.
    (2) The other party to a unilateral act performed by a person under disability may refuse to comply with the act until it has been ratified.
    (3) The declaration of intention of the withdrawal or refusal under the preceding two paragraphs may be forwarded to the person under disability.

##### Article 17 (Fraudulent Means by Person under Disability)

    (1) If a person under disability has used fraudulent means to induce the belief that he is a person of full capacity, he cannot avoid his act.
    (2) The above paragraph shall apply to cases where a minor or a quasiincompetent person has used fraudulent means to induce the belief that he has obtained the consent of his agent by law.

### SECTION 2 Domicile
##### Article 18 (Domicile)

    (1) The base and center of living of each person shall be his domicile.
    (2) A person may have two or more domiciles at the same time.

##### ;Article 19 (Temporary Domicile)

If the domicile is unknown, the temporary domicile shall be deemed to be the domicile.

##### Article 20 (Temporary Domicile)

The temporary domicile in Korea of a person having no domicile in Korea shall be deemed to be his domicile.

##### Article 21 (Temporary Residence)

In case a temporary residence is determined concerning a certain act, this shall be deemed to be the domicile with regard to the act.

### SECTION 3 Absence and Disappearance
##### Article 22 (Management of Property of Absentee)

    (1) If a person has left his domicile or temporary domicile without appointing an administrator for his property, a court shall, on the application of any person interested or a public prosecutor, order such steps necessary for the management of his property. The same shall apply when the authority of an administrator has come to an end during the absence of his principal.
    (2) If the principal subsequently appoints an administrator, the court shall cancel its order on the application of the principal, administrator, any person interested, or of a public prosecutor.

##### Article 23 (Replacement of Administrator)

In a case where the absentee has appointed an administrator, and it is unknown whether the absentee is alive or dead, a court may, on the application of the administrator, any person interested, or of a public prosecutor, appoint another administrator in his stead.

##### Article 24 (Duties of Administrator)

    (1) An administrator appointed by a court shall prepare an inventory of the property which he is to manage.
    (2) The court may order the administrator appointed by the court to take such steps necessary for preservation of an absentee’s property.
    (3) If it is not known whether an absentee is alive or dead, and an application has been made by a person interested or by a public prosecutor, the court may order the administrator appointed by the absentee to take the steps under the preceding two paragraphs.
    (4) In case of the preceding three paragraphs, expenses thereof shall be defrayed out of the property of the absentee.

##### Article 25 (Authority of Administrator)

If the administrator appointed by the court finds it necessary to perform functions in excess of the powers specified in Article 118, he shall obtain the consent of the court. The same shall apply in a case where an administrator appointed by the absentee finds it necessary to perform functions in excess of the powers fixed by the absentee, and it is unknown whether the absentee is alive or dead.

##### Article 26 (Security by Administrator and Remuneration for Administrator)

    (1) The court may require an administrator appointed by the court to furnish reasonable security for the management and return of the property.
    (2) The court may award the administrator appointed by the court reasonable remuneration out of the property of the absentee.
    (3) The above two paragraphs shall apply mutatis mutandis to an administrator appointed by an absentee in a case where it is unknown whether the absentee is alive or dead.

##### Article 27 (Judicial Declaration of Disappearance)

    (1) If it is uncertain for five years whether an absentee is alive or dead, the court shall, on the application of any person interested or of a public prosecutor, make a judicial declaration of disappearance.
    (2) The provisions of the preceding paragraph shall also be applicable where the survival or death of a person who was on a battlefield, aboard a sunken vessel or a downed aircraft, or encountered any other peril that might be a cause of death, is not known distinctly for one year after the termination of the war, the sinking of the vessel or the crash of the aircraft, or the end of any other peril. <Amended by Act No. 3723, Apr. 10, 1984>

##### Article 28 (Effect of Judicial Declaration of Disappearance)

A person against whom a judicial declaration of disappearance has been made is deemed to have died at the expiration of the period mentioned in the preceding Article.

##### Article 29 (Annulment of Judicial Declaration of Disappearance)

    (1) If it has been proved that a person against whom a judicial declaration of disappearance has been made, is alive or dead at a time different from that specified in the preceding Article, the court shall, on the application of the person himself, any person interested, or a public prosecutor, annul the judicial declaration of disappearance: Provided, That such annulment shall not affect the validity of acts done in good faith, after the judicial declaration of disappearance and prior to its annulment.
    (2) When a judicial declaration of disappearance has been annulled, a person who has acquired property by the direct result of the judicial declaration of disappearance shall be liable to return such property only to the extent that he is still enriched, in a case where he acquired the property in good faith. In a case where he acquired the property in bad faith, he shall return such property with interest, and if there has been any damage, he shall pay for the damage.

##### Article 30 (Simultaneous Death)

In case two or more persons died of the same peril, it is presumed that they died at the same time.

## CHAPTER Ⅲ JURISTIC PERSONS
### SECTION 1 General Provisions
##### Article 31 (Rule to Formation of Juristic Person)

No juristic person can come into existence other than in accordance with the provisions of the Acts.

##### Article 32 (Incorporation of Non-profit-making Juristic Person and Permission thereof)

An association or foundation relating to science, religion, charity, art, social intercourse, or otherwise relating to enterprises not engaged for profit or gain, may be formed as a juristic person subject to the permission of the competent authorities.

##### Article 33 (Registration for Incorporation of Juristic Person)

A juristic person shall come into existence by making registration for Incorporation at the seat of the principal office of the juristic person.

##### Article 34 (Legal Capacity of Juristic Person)

A juristic person shall be a subject of rights and duties, in accordance with the provisions of Acts, and within the scope of its objects as determined by the Articles of incorporation.

##### Article 35 (Capacity of Juristic Person to Assume Responsibility for Unlawful Act)

    (1) A juristic person shall be liable for any damages done to other persons by its directors or other representatives in the performance of their duties. This liability of a juristic person shall not relieve the directors or other representatives of their own liabilities for damages sustained thereby.
    (2) If any damage has been caused to other persons as a result of an ultra-vires act of a juristic person, those members, directors, and other representatives who have supported a resolution for such ultra-vires act, or have carried it out, shall be joint and severally liable for the damages caused thereby.

##### Article 36 (Domicile of Juristic Person)

The domicile of a juristic person shall be regarded to be located in the seat of its principal office.

##### Article 37 (Inspection and Supervision over Business of Juristic Person)

The business of a juristic person shall be inspected and supervised by the competent authorities.

##### Article 38 (Cancellation of Permission for Incorporation of Juristic Person)

In a case where a juristic person operates such business outside the scope of its purpose, violates such conditions attached to the permission for its incorporation, or does acts harming public interests, the competent authorities may cancel the permission.

##### Article 39 (Profit-making Juristic Person)

(1) An association which aims at profit-making may be made a juristic person in accordance with the conditions prescribed for the formation of trading companies. (2) All the provisions concerning business companies shall apply mutatis mutandis to the incorporated association under the preceding paragraph. SECTION 2 Incorporation

##### Article 40 (Articles of Incorporated Association)

The founder of an incorporated association shall draw up Articles of incorporation containing the following matters, and shall sign and seal it:
    1.Objective;
    2.Name;
    3.Seat of Office;
    4.Provisions concerning assets;
    5.Provisions concerning appointment and removal of directors;
    6.Provisions concerning the acquisition and loss of qualification for membership; and
    7.Period for duration or cause of dissolution, if any.

##### Article 41 (Restriction on Power of Representation of Directors)

No restriction placed on the power of representation of any director has effect unless the restriction is stated in the Articles of incorporation.

##### Article 42 (Alteration in Articles of Incorporated Association)

(1) The Articles of an incorporated association may be altered only with the consent of two thirds or more of all the members: Provided, That other provisions concerning the quorum are stipulated in the Articles of incorporation, such provisions shall apply. (2) Any alteration in the Articles of incorporation shall not be effective unless it is permitted by the competent authorities.

##### Article 43 (Articles of Incorporated Foundation)

The founder of an incorporated foundation shall endow a certain property, and draw up Articles of incorporation containing the particulars mentioned in subparagraphs 1 through 5 of Article 40, and sign and seal it.

##### Article 44 (Supplement for Articles of Incorporated Foundation)

If the founder of an incorporated foundation died without determining the name, seat of office, or method of appointment and removal of its directors of the foundation, the court shall, on the application of any person interested or of a public prosecutor, determine those.

##### Article 45 (Alteration in Articles of Incorporated Foundation)

(1) The Articles of an incorporated foundation may be altered only in a case where the method of alteration thereof is stipulated in the Articles of incorporation. (2) If it is necessary to alter the articles of incorporation for the pur- pose of achieving the objective of an incorporated foundation, or for the preservation of its property, its name or its seat of office may be altered, regardless of the provisions of the preceding paragraph. (3) Article 42 (2) shall apply mutatis mutandis to the preceding two paragraphs.

##### Article 46 (Alteration in Objectives, etc. of Incorporated Foundation)

If it is impossible to achieve the objectives of an incorporated foundation, the founder or directors may alter the objectives or other particulars of the articles of incorporation, taking into consideration the purposes of the formation, subject to the permission of the competent authorities.

##### Article 47 (Application of Provisions Relating to Gift and Testamentary Gift)

(1) If an incorporated foundation is formed by a disposition inter vivos, the provisions relating to gifts shall apply mutatis mutandis. (2) If an incorporated foundation is formed by a will, the provisions relating to testamentary gift shall apply mutatis mutandis.

##### Article 48 (Time of Belonging of Property Given by Endowment)

(1) In a case where the incorporated foundation is formed through a disposition inter vivos, the property given by way of endowment shall become the property of the juristic person as from the time when the juristic person is incorporated. (2) In a case where the incorporated foundation is formed through a will, the property so given shall be deemed to have vested in the juristic per- son as from the time when the will became effective.

##### Article 49 (Particulars to be Registered)

(1) When the incorporation of a juristic person is permitted, the juristic person shall register its incorporation at the seat of its principal office within three weeks from the date of the permission. (2) The particulars to be registered under the preceding paragraph shall be as follows:

##### Article 50 (Registration for Establishment of Branch Office)

(1) When a juristic person establishes a branch office, the establishment shall be registered within three weeks at the seat of the principal office. At the seat of the branch office, the particulars under paragraph (2) of the preceding Article, shall be registered within the same period. At the seat of other branch offices, the establishment shall be registered within the same period. (2) In a case where the branch office is newly established within the jurisdiction of a register office which exercises jurisdiction over the seat of the principal office, or the established branch office, only the establishment shall be registered within the period under the preceding paragraph.

##### Article 51 (Registration for Transfer of Office)

(1) In a case where the juristic person has transferred its office, such transfer shall be registered at the seat of the former office within three weeks, and the particulars mentioned in Article 49 (2) shall be registered at the seat of the new office within the same period. (2) In a case where an office has been transferred from one place to another within the jurisdiction of the same register office, only the transfer shall be registered.

##### Article 52 (Registration for Alteration)

In a case where any alteration has occurred in any of the particulars mentioned in Article 49 (2), the registration thereof shall be made within three weeks.

##### Article 52-2 (Registration of Provisional Disposition Such as Suspension of Exercise of Duties)

Where the exercise of director’s duties is suspended, where a provisional disposition of appointing a proxy for duties is made, or where the pro- visional disposition is altered or cancelled, the registration thereof shall be made at the registry in the place where a principal office or branch office is located. [This Article Newly Inserted by Act No. 6544, Dec. 29, 2001]

##### Article 53 (Reckoning of Period for Registration)

If any of the particulars to be registered in accordance with the provi- sions of the preceding three Articles requires the permission of the au- thorities, the period for registration shall be computed from the date of the arrival of the permit in question.

##### Article 54 (Effect of Registration Other than That for Incorporation and Public Notice of Particulars Registered)

(1) Particulars to be registered in this Section other than that for incorporation purposes cannot be set up against a third party until such particulars are registered. (2) The court shall immediately give public notice of the particulars reg- istered.

##### Article 55 (Inventory of Assets and List of Members)

(1) A juristic person shall, at the time of its formation and within three months of every year, prepare an inventory of assets and keep the same in its office. In a case where the special business term is fixed, the inventory shall be made at the time of its formation and at the end of the business term. (2) An incorporated association shall keep a list of members and revise the list whenever an alteration takes place in its membership.

##### Article 56 (Prohibition of Assignment and Inheritance of Membership)

The membership of an incorporated association shall not be assigned nor inherited.

### SECTION 3 Organization
##### Article 57 (Directors)

A juristic person shall have one or more directors.

##### Article 58 (Execution of Affairs by Directors)

(1) Directors shall execute the affairs of a juristic person. (2) In a case where there are two or more directors, the affairs of a ju- ristic person shall be decided by a majority of the directors, unless it is otherwise provided for by the articles of incorporation.

##### Article 59 (Power of Representation of Directors)

(1) The directors shall each represent the juristic person in all its affairs: Provided, That they shall not contravene the purport provided for in the articles of incorporation. An incorporated association shall also comply with the resolutions of general meetings of the members. (2) In regard to the representation of a juristic person, the provisions relating to agency shall apply mutatis mutandis.

##### Article 60 (Requisite for Setting up against Restriction on Power of Representation of Director)

No restriction placed on the power of representation of any director can be set up against a third person unless such restriction is registered.

##### Article 60-2 (Authority of Proxy for Duties)

(1) A proxy for duties under Article 52-2 shall not perform the acts not belonging to the regular affairs of a juristic person, except as otherwise prescribed in the order for a provisional disposition: Provided, That the same shall not apply to the case where a permission from the court has been obtained. (2) Even where a proxy for duties has performed any acts which violate the provisions of paragraph (1), the juristic person shall be liable to a bona fide third person. [This Article Newly Inserted by Act No. 6544, Dec. 29, 2001]

##### Article 61 (Directors’ Duties of Care)

Directors shall execute their duties with such care as is required of good managers.

##### Article 62 (Appointment of Agent for Directors)

Directors may have other persons act as agents for specified acts only when such acts are not forbidden by the articles of incorporation or by a resolution of the general meeting.

##### Article 63 (Appointment of Provisional Directors)

If a vacancy has occurred in the post of directors, or there is no director, and there is a reason to believe that damage will ensue therefrom, the court shall appoint a provisional director on the application of any per- son interested, or of a public prosecutor.

##### Article 64 (Appointment of Special Representative)

Directors shall have no power of representation with respect to matters in which the interests of the juristic person and their own interests con- flict with each other. In such cases a special representative shall be ap- pointed in accordance with the provisions of the preceding Article.

##### Article 65 (Neglect of Duties of Director)

In a case where any director neglects his duties, he shall be jointly and severally liable to the juristic person for the damages.

##### Article 66 (Auditor)

A juristic person may, by its articles of incorporation or by a resolution of the general meeting, have auditors.

##### Article 67 (Duties of Auditor)

The duties of an auditor shall be as follows:

##### Article 68 (Power of General Meeting)

All the affairs of an incorporated association, except for those delegated to the directors or other officers by the articles of incorporation, shall be decided by a resolution of the general meeting.

##### Article 69 (Regular General Meeting)

The directors of an incorporated association shall convene a regular general meeting at least once a year.

##### Article 70 (Special General Meeting)

(1) The directors of an incorporated association may convene a special general meeting whenever they deem it necessary to do so. (2) The directors shall convene a special general meeting, when a demand stating the purpose of the meeting has been made by one fifth or more of the members. This quorum may be increased or decreased by the Articles of incorporation. (3) In a case where the directors have not taken necessary procedures for convocation of a general meeting within two weeks after the demand under the preceding paragraph was made, the members who made the demand may convene the meeting with the permission of the court.

##### Article 71 (Convocation of General Meeting)

The convocation of a general meeting shall be done by dispatching notice at least a week in advance, indicating the object of the meeting, in a manner as stipulated by the Articles of incorporation.

##### Article 72 (Resolutions by General Meeting)

Except as otherwise provided in the Articles of incorporation, resolutions may be adopted at a general meeting only with regard to matters of which advance notice has been given in accordance with the preceding Article.

##### Article 73 (Vote of Member)

(1) Each member shall have equal vote. (2) Members may vote in writing or by proxy. (3) The preceding two paragraphs shall not apply, if it is otherwise provided in the Articles of incorporation.

##### Article 74 (Members who Have No Right to Vote)

In a case where a resolution is to be voted on concerning the relations between the incorporated association and one of its members, such member shall have no right to vote.

##### Article 75 (Method of Resolutions at General Meeting)

(1) Unless otherwise provided in this Act or in the Articles of incorporation, the attendance of a majority of all the members, and the votes of a majority of the members present, shall be necessary for the resolutions of a general meeting. (2) In the case of Article 73 (2), the members concerned shall be deemed to have attended the meeting.

##### Article 76 (Minutes of General Meeting)

(1) A minutes for the proceedings of a general meeting shall be maintained. (2) The minutes shall state the development, outline, and result of the proceedings, and the chairman and directors present shall sign and seal it. (3) The directors shall keep the minutes at its principal office.

### SECTION 4 Dissolution
##### Article 77 (Causes for Dissolution)

    (1) A juristic person shall be dissolved upon the expiration of the period of its duration, the completion of the undertaking which forms the object of the juristic person, or the impossibility of such completion, the happening of any cause of dissolution specified in the Articles of incorporation, bankruptcy, or the annulment of the permission for incorporation.
    (2) An incorporated association shall be dissolved in the case where no member remains, or by a resolution of a general meeting.

##### Article 78 (Resolution for Dissolution of Incorporated Association)

Unless otherwise provided in the Articles of incorporation, an incorporated association shall not adopt a resolution for dissolution, except with the approval of at least three fourths of all the members.

##### Article 79 (Application for Bankruptcy)

If a juristic person has become incapable of discharging its obligations in full, the directors shall immediately file a petition for bankruptcy.

##### Article 80 (Reversion of Surplus Assets)

(1) The assets of a juristic person which has been dissolved shall revert to the persons designated in the Articles of incorporation. (2) If no person to whom the assets are to be reverted is designated in the Articles of incorporation, or if the method by which such person is to be determined is not specified therein, the directors or the liquidators may, with the permission of the competent authorities, dispose of the assets for the purposes similar to those of the juristic person: Provided, That in the case of an incorporated association, a resolution of a general meeting is required. (3) Any property which is not disposed of in accordance with the provisions of the preceding two paragraphs shall revert to the National Treasury.

##### Article 81 (Juristic Person in Liquidation)

A juristic person which has been dissolved shall have the rights and duties only within the scope of liquidating purpose.

##### Article 82 (Liquidator)

When a juristic person has been dissolved, the directors shall become the liquidators except in the case of bankruptcy: Provided, That this shall not apply, if otherwise prescribed in the Articles of incorporation, or by the resolution of a general meeting.

##### Article 83 (Appointment of Liquidator by Court)

If there exists no person to become a liquidator under the preceding Article, or if there is any possibility that damage may ensue because of a vacancy among the liquidators, a court may appoint liquidators on the application of any person interested, or of a public prosecutor, or ex officio.

##### Article 84 (Removal of Liquidators by Court)

Where any grave reason exists, the court may remove a liquidator ex officio, or on the application of any person interested, or of a public prosecutor.

##### Article 85 (Registration for Dissolution)

(1) Except in the case of bankruptcy, liquidators shall effect the registration of the cause and date of dissolution, their full names, domiciles, and any restriction in a case where restriction is placed upon the power of representation of the liquidators, at the seats of the principal and branch offices within three weeks after their inauguration. (2) The provisions of Article 52 shall apply mutatis mutandis to the registration under the preceding paragraph.

##### Article 86 (Report on Dissolution)

(1) Except in the case of bankruptcy, liquidators shall report to the competent authorities on the matters under paragraph (1) of the preceding Article within three weeks after their inauguration. (2) Liquidators inaugurated during the course of liquidation shall report only their full names and domiciles.

##### Article 87 (Duties of Liquidators)

(1) The duties of liquidators shall be as follows:
(2) Liquidators may do all acts necessary for performing the duties specified in the preceding paragraph.

##### Article 88 (Public Notice to Obligee)

(1) Liquidators shall, within two months from the day on which they assumed office, give at least three public notices to obligers calling upon them to report their claims within a specified period, which shall not be less than two months. (2) A statement shall be included in the public notice under the preceding paragraph that the claims of obligees who do not report their claims within the period will be excluded from liquidation. (3) The public notice under paragraph (1) shall be given in the same manner as that of particulars to be registered to the court.

##### Article 89 (Notice to Present Claims)

Liquidators shall give a separate notice to each obligee known to them to report his claim. Obligees known to liquidators shall not be excluded.

##### Article 90 (Prohibition of Discharge of Obligation within Period to Report Claims)

Liquidators shall not discharge obligation to obligees within the period under Article 88 (1): Provided, That the juristic person, shall not be exempt from liability for paying damages accruing from the delay.

##### Article 91 (Special Case in Discharge of Obligation)

(1) The juristic person which is in the course of liquidation may discharge those obligations which are not yet due. (2) In the case of the preceding paragraph, in regard to the claims with conditions, claims with indefinite period of duration, and other claims whose amount is not determined, they shall be discharged at the amount as appraised by an appraiser appointed by the court.

##### Article 92 (Claims Excluded from Liquidation)

Obligees excluded from liquidation may claim against such property only as has not yet been delivered to the persons to whom the property is to revert after the liabilities of the juristic person have been fully satisfied.

##### Article 93 (Bankruptcy in Liquidation)

(1) When it has become clear in the course of liquidation that the assets of the juristic person are insufficient to fully satisfy his liabilities, the liquidators shall immediately file a petition for bankruptcy and give a public notice thereof. (2) The duties of the liquidators shall come to an end when they hand over the affairs to the bankruptcy trustee. (3) The provisions of Article 88 (3) shall apply mutatis mutandis to the public notice under paragraph (1).

##### Article 94 (Registration and Report on Completion of Liquidation)

When the liquidation has been completed, liquidators shall register it within three weeks thereafter, and make a report thereon to the competent authorities.

##### Article 95 (Inspection and Supervision of Dissolution and Liquidation)

The dissolution and liquidation of a juristic person shall be subject to the inspection and supervision of the court.

##### Article 96 (Provisions to be Applied Mutatis Mutandis)

The provisions of Articles 58 (2), 59 through 62, 64, 65, and 70 shall apply mutatis mutandis to liquidators.

### SECTION 5 Penal Provisions
##### Article 97 (Penal Provisions)

Directors, auditors, or liquidators of a juristic person shall be liable for a fine for negligence of not more than 50,000 Hwan in any of the following cases:

## CHAPTER Ⅳ THINGS
##### Article 98 (Definition of Things)

Things mentioned in this Act shall mean corporeal things, electricity, and other natural forces which can be managed.

##### Article 99 (Immovables and Movables)

(1) Land and things firmly affixed thereto shall be immovables. (2) All things other than immovables shall be movables.

##### Article 100 (Principal Thing and Accessory)

(1) If the owner of a thing has attached thereto another thing owned by him in order to permanently facilitate the use of such thing, the thing so attached shall be an accessory. (2) An accessory shall follow the disposition of the principal thing.

##### Article 101 (Natural Fruits and Legal Fruits)

(1) Products derived from a thing in conformity with the use for which the thing is intended shall be natural fruits. (2) Money and other things accruing as consideration for the use of a thing shall be legal fruits.

##### Article 102 (Acquisition of Fruits)

(1) Natural fruits shall belong to the person who has the right to take them at the time of their severance from the principal thing. (2) Legal fruits shall accrue in proportion to the number of days during which the right to acquire them continues to exist.

## CHAPTER Ⅴ JURISTIC ACTS
### SECTION 1 General Provisions
##### Articles 103 (Juristic Acts Contrary to Social Order)

A juristic act which has for its object such matters as are contrary to good morals and other social order shall be null and void.

##### Article 104 (Unfair Juristic Act)

A juristic act which has conspicuously lost fairness through strained circumstances, rashness, or inexperience of the parties shall be null and void.

##### Article 105 (Optional Provisions)

If the parties to a juristic act have declared an intention which differs from any provisions of Acts or subordinate statutes, which are not concerned with good morals or other social order, such intention shall prevail.

##### Article 106 (De Facto Custom)

If there is a custom which differs from any provisions of Acts or subordinate statutes which are not concerned with good morals or other social order, and if the intention of the parties to a juristic act is not clear, such custom shall prevail.

### SECTION 2 Declaration of Intention
##### Article 107 (Declaration of Untrue Intention)

(1) A declaration of intention shall be valid, even if the declarant has made it with the knowledge that such declaration is different from his true intention: Provided, That such declaration of intention shall be void if the other party was aware, or should have been aware, of the real intention of the declarant. (2) The nullity of a declaration of intention as mentioned in the preceding paragraph cannot be set up against a third person acting in good faith.

##### Article 108 (Fictitious Declaration of Intention in Collusion)

(1) A fictitious declaration of intention made in collusion with any other party shall be null and void. (2) The nullity of a declaration of intention as mentioned in the preceding paragraph cannot be set up against a third person acting in good faith.

##### Article 109 (Declaration of Intention under Mistake)

(1) A declaration of intention may be voidable if made under a mistake in regard to any essential elements of the juristic act: Provided, That if there has been gross negligence on the part of declarant, he shall not claim it to be voidable. (2) The voidance of a declaration of intention as mentioned in the preceding paragraph cannot be set up against a third person acting in good faith.

##### Article 110 (Declaration of Intention by Fraud or Duress)

(1) A declaration of intention made by fraud or duress may be voidable. (2) If a third person has been guilty of fraud or duress in respect to a declaration of intention made to any other party, such declaration of intention may be voidable only in a case where the other party was aware, or should have been aware, of the fact. (3) The voidance of a declaration of intention under the preceding two paragraphs cannot be set up against a third person acting in good faith.

##### Article 111 (Time to be Effective of Declaration of Intention)

(1) A declaration of intention made to another party shall be effective as from the time when notice thereof has reached him. (2) The validity of a declaration of intention shall not be effected, even if the declarant dies or loses his capacity to act after he has sent the notice.

##### Article 112 (Capacity of Receiving Declaration of Intention)

If a party to whom a declaration of intention has been made is a person under disability at the time when he receives it, the declaration of intention cannot be set up against him until his agent by law becomes aware of the receipt.

##### Article 113 (Service of Declaration of Intention by Publication)

In a case where the declarant, (without his negligence), is unable to name the other party or his whereabouts such declaration may be made by means of publication under the Civil Procedure Act.

### SECTION 3 Agency
##### Article 114 (Effect of Acts by Agent)

(1) A declaration of intention made by an agent, within the scope of his authority while disclosing the fact that he is acting for a principal, shall be effective directly against the principal. (2) The provisions of the preceding paragraph shall apply mutatis mutandis to a declaration of intention made by a third person to an agent.

##### Article 115 (Act without Disclosing Agency)

A declaration of intention made by an agent without disclosing that he is acting for a principal shall be deemed to have been made on his own behalf, but the provisions of paragraph (1) of the preceding Article shall apply mutatis mutandis, if the other party was aware, or should have been aware, that it was made on behalf of the principal.

##### Article 116 (Defective Acts by Agent)

(1) In a case where the validity of a declaration of intention is to be affected by reason of absence of intention, fraud, duress, or by reason of knowledge or negligent ignorance of certain circumstances, the existence or non- existence of such reasons shall be determined on the basis of the agent. (2) In a case where an agent has been commissioned to do a specific juristic act and he has done such act in conformity with the principal’s instructions, the principal cannot set up the agent’s ignorance of any circumstances of which he himself was aware. The same shall apply if the principal was ignorant of such circumstances through his own negligence.

##### Article 117 (Capacity to Act of Agent)

An agent needs not be a person of full capacity.

##### Article 118 (Scope of Agent’s Authority)

An agent whose authority is not specified has the authority to do only the following acts:

##### Article 119 (Multiple Agency)

In case of two or more agents, each agent shall represent the principal unless provided otherwise in the Acts or in the delegation of authority.

##### Article 120 (Power of Appointment of Subagent by Agent in Fact)

An agent created by a juristic act shall not appoint a subagent, except in a case where he has obtained the consent of his principal or an unavoidable reason exists.

##### Article 121 (Responsibility for Appointment of Subagent by Agent in Fact)

(1) If, in the case mentioned in the preceding Article, the agent has appointed a subagent, he shall be responsible to the principal in respect of the appointment and supervision of the subagent. (2) In a case where an agent has appointed a subagent as designated by the principal, he shall incur no responsibility, unless he knew such subagent to be unfit or untrustworthy and neglected to notify the principal thereof or to remove him.

##### Article 122 (Power of Appointment of Subagent by Agent by Law and Responsibility thereof)

An agent created by law may, on his own responsibility, appoint a subagent: Provided, That he shall incur only the responsibility specified in paragraph (1) of the preceding Article, in case an unavoidable reason exists.

##### Article 123 (Authority of Subagent)

(1) A subagent shall represent the principal in respect of acts within the scope of his authority. (2) A subagent has the same rights and duties as the agent towards the principal or third persons.

##### Article 124 (Representation on His Own Behalf, Representation of Both Parties)

Without the consent of the principal, an agent shall not perform a juristic act for the principal to which the agent himself is the other party, or shall not become agent of both parties to one juristic act: Provided, That this shall not apply in the performance of an obligation.

##### Article 125 (Apparent Representation by Indication of Conferment of Power of Representation)

A person who has indicated to a third person that he conferred certain power to another person shall be responsible for juristic acts done by such other person towards the third person within the scope of such power: Provided, That this shall not apply in a case where the third person was aware, or should have been aware, that such other person had no power of representation.

##### Article 126 (Apparent Representation in Excess of Authority)

If an agent has performed a juristic act in excess of his authority, and if a third person had justifiable reason to believe that the agent had authority to do such an act, the principal shall be responsible for the act.

##### Article 127 (Cause for Lapse of Power of Representation)

The power of representation shall lapse for the following causes:

##### Article 128 (Lapse of Power of Representation in Fact)

The power of representation created by a juristic act shall lapse upon termination of the caused juristic relations in addition to the causes mentioned in the preceding Article. The same shall apply in a case where the principal withdraws the delegation of authority before the juristic relations are terminated.

##### Article 129 (Apparent Representation after Lapse of Power of Representation)

The lapse of power of representation cannot be set up against a third person acting in good faith, unless such third person was negligent in not knowing such lapse.

##### Article 130 (Unauthorized Representation)

If a person without power of representation concludes a contract as an agent of another, such contract shall not be effective against the principal, unless it is ratified by the principal.

##### Article 131 (Right of Peremptory Notice of Other Party)

In the case of a person without power of representation concluding a contract as an agent of another, the other party may give peremptory notice to the principal demanding a definite answer as to whether he ratifies the contract or not, within a period reasonably fixed by the other party. If the principal does not send a definite answer within such period, he is deemed to have refused to ratify.

##### Article 132 (Other Party of Ratification or Refusal)

The declaration of intention of a ratification or refusal cannot be set up against the other party, unless it is made to him: Provided, That this shall not apply in a case where the other party was aware of the fact.

##### Article 133 (Effect of Ratification)

In the absence of any declaration of intention to the contrary, ratification shall be effective retroactively as from the time the contract was entered: Provided, That the right of a third person shall not be prejudiced thereby.

##### Article 134 (Right of Withdrawal of Other Party)

A contract made by a person without power of representation may be withdrawn in respect to the principal or his agent by the other party, so long as it has not been ratified by the principal: Provided, That this shall not apply in a case where the other party was aware of the fact that such person had no such power when the contract was entered.

##### Article 135 (Responsibility of Unauthorized Agent to Other Party)

(1) If a person who has made a contract as an agent of another can neither prove his authority nor get the principal to ratify the contract, he shall be liable to the other party, at the latter’s option, either for the performance of the contract or for damages. (2) The provisions the preceding paragraph shall not apply if the other party was aware, or should have been aware, that such person had no power of representation, or if the person who made the contract as an agent had no capacity for entering into such contract.

##### Article 136 (Unilateral Act and Unauthorized Representation)

The provisions of the preceding six Articles shall apply to a unilateral act, only in a case where, at the time the act was done, the other party either consented to the act being done without proper authority by the person holding himself out to be an agent, or did not contest his authority. The same shall apply to a unilateral act which was done, with his consent, to a person without power of representation.

### SECTION 4 Nullity and Voidance
##### Article 137 (Partial Nullity of Juristic Act)

In a case where a part of a juristic act is null, the entire part of the juristic act shall be made null: Provided, That in a case where it is deemed that the juristic act would have been done if the null part had not existed, then the rest of the act shall not become null.

##### Article 138 (Conversion of Null Act)

In a case where a null juristic act possesses requirements for another juristic act, and it is deemed that if the parties had known the nullity, they would have intended to do the other juristic act, such a null act shall have the effect as the other juristic act.

##### Article 139 (Ratification of Null Act)

A null juristic act shall not become effective by ratification: Provided, That if the party has ratified it with the knowledge of its nullity, he shall be deemed to have performed a new juristic act.

##### Article 140 (Person Voiding Juristic Act)

A voidable juristic act may be voided only by a person under disability, a person who has made a defective declaration of intention, or the agent or successor in title of such person.

##### Article 141 (Effect of Voidance)

A juristic act which has been voided shall be deemed to have been void from the beginning, but a person under disability shall be liable to make reparation only to the extent that he is still enriched by reason of such act.

##### Article 142 (Other Party in Voidance)

In a case where the other party to a voidable juristic act is an identified person, the voidance shall be effected by declaring intention to the other party.

##### Article 143 (Method and Effect of Ratification)

(1) A voidable juristic act may be ratified by the persons mentioned in Article 140. After the ratification it shall not be voided. (2) The preceding Article shall apply mutatis mutandis to the preceding paragraph.

##### Article 144 (Requirements for Ratification)

(1) Ratification shall not become effective unless it is made after causes for voidance have ceased to exist. (2) The provisions of the preceding paragraph shall not apply in a case where a ratification is made by a representative by law.

##### Article 145 (Legal Ratification)

If any of the following events takes place with regard to a voidable act after it has become possible to ratify in accordance with the provisions of the preceding Article, the act shall be deemed to have been ratified; Provided, That this shall not apply where any objection is reserved.

##### Article 146 (Lapse of Right of Voidance)

The right to declare an act voidable shall be exercised within three years from the time when it becomes possible to ratify, or within ten years from the time of performing the juristic act.

### SECTION 5 Conditions and Time
##### Article 147 (Effect of Fulfilment of Conditions)

(1) A juristic act subject to a condition precedent shall become effective upon the fulfilment of the condition. (2) A juristic act subject to a condition subsequent shall cease to be effective upon the fulfilment of the condition. (3) If the parties declare an intention that the effect of the fulfilment of conditions be affected retroactively before the actual fulfilment, this intention shall prevail.

##### Article 148 (Prohibition of Infringement of Conditional Right)

Neither party to a juristic act subject to a condition shall, during the pendency of the condition, do anything to impair the benefit which the other party might derive from such act upon the fulfilment of the condition.

##### Article 149 (Disposition, etc. of Conditional Right)

The rights and duties of the parties during the pendency of a condition may be disposed of, inherited, preserved or secured in accordance with the general rules.

##### Article 150 (Act against Trust and Good Faith as to Condition)

(1) If a party who is to be disadvantaged upon the fulfilment of a condition has intentionally obstructed the fulfilment of such condition against the principles of trust and good faith, the other party may treat the condition as having been fulfilled. (2) If a party who is to be advantaged upon the fulfilment of a condition has intentionally fulfilled such condition against the principles of good faith and trust, the other party may treat the condition as not having been fulfilled.

##### Article 151 (Unlawful Condition, Fulfilled Condition)

(1) If a condition is against good morals or other social order, the juristic act subject to the condition shall be null and void. (2) If the condition has already been fulfilled at the time of the juristic act, such juristic act shall be unconditional in the case of a condition precedent, and null and void in the case of a condition subsequent. (3) If the non-fulfilment of the condition was already certain at the time of the juristic act, such juristic act shall be unconditional in the case of a condition subsequent, and null and void in the case of a condition precedent.

##### Article 152 (Effect of Arrival of Time)

(1) If a juristic act is subject to a time of commencement, it shall be effective when such time arrives. (2) If a juristic act is subject to a time of termination, it shall cease to be effective when such time arrives.

##### Article 153 (Benefit of Time and Waiver thereof)

(1) Time is presumed to be stipulated for the benefit of the obligor. (2) The benefit of time may be waived, but the interests of the other party shall not be prejudiced thereby.

##### Article 154 (Right Subject to Time and Applicable Provisions)

The provisions of Articles 148 and 149 shall apply mutatis mutandis to a juristic act subject to time.

## CHAPTER Ⅵ PERIOD
##### Article 155 (Scope of Application of This Chapter)

The method of computing the period of time shall be governed by the provisions of this Chapter, unless it is otherwise provided by Acts or subordinate statutes by a judicial disposition or a juristic act.

##### Article 156 (Starting Point of Computing Period)

If a period has been fixed by the hour, minute or second, it shall be computed from the given moment.

##### Article 157 (Starting Point of Computing Period)

If a period has been fixed by the day, week, month or year, the first day of such period shall not be included in the computation: Provided, That this shall not apply if the period begins at midnight.

##### Article 158 (Starting Point of Counting Age)

In counting age, the day on which one was born shall be included.

##### Article 159 (Maturity Point of Period)

If a period has been fixed by the day, week, month or year, the period shall mature upon the expiration of the last day of such period.

##### Article 160 (Computation according to Calendar)

(1) If a period has been fixed by the week, month or year, it shall be computed according to the calendar. (2) If a period does not commence at the beginning of a week, month or year, such period shall mature on the day in the last week, month or year preceding the day corresponding to that which it commenced. (3) In a case where a period has been fixed by the month or year, if there is no corresponding day in the last month, the last day of the month shall be the day of maturity.

##### Article 161 (Holiday and Maturity Point of Period)

Where the last day of a period falls on a national holiday, such period shall mature on the following day.
(Supp. 3)(Supp. 3)

## CHAPTER Ⅶ EXTINCTIVE PRESCRIPTION
##### Article 162 (Extinctive Prescription of Claims or Property Right)

(1) The extinctive prescription of a claim shall become complete if not exercised for a period of ten years. (2) The extinctive prescription of property rights, other than a claim and ownership, shall become complete if not exercised for a period of twenty years.

##### Article 163 (Short Extinctive Prescription for Three Years)

The extinctive prescription of claims defined in the following paragraphs shall become completed if the claims are not exercised for a period of three years: <Amended by Act No. 5454, Dec. 13, 1997>

##### Article 164 (Short Extinctive Prescription for One Year)

The extinctive prescription of claims mentioned below shall become complete if not exercised for a period of one year;

##### Article 165 (Extinctive Prescription of Claims Established by Judgment, etc.)

(1) The period of extinctive prescription of claims established by a judgment shall be ten years, even in a case where the period for the original claim is shorter under the Act. (2) The preceding paragraph shall also apply to claims established by bankruptcy proceedings, compromise in court, judicial conciliation or any other process having the same effect as a judgment. (3) The provisions of the preceding two paragraphs shall not apply to claims which were not yet due at the time when the judgment became final.

##### Article 166 (Starting Point of Computing Extinctive Prescription)

(1) Extinctive prescription shall run from the time it becomes possible to exercise a certain right. (2) The extinctive prescription of a claim, purporting to forbear, shall run from the time of its violation.

##### Article 167 (Retroactive Effect of Extinctive Prescription)

The effect of extinctive prescription shall be retroactive to the day on which it began to run.

##### Article 168 (Causes Interrupting Extinctive Prescription)

Extinctive prescription shall be interrupted in any of the following cases:

##### Article 169 (Effect of Interruption of Prescription)

The interruption of prescription shall be effective only between the parties themselves and their successors in title.

##### Article 170 (Demand by Judicial Proceedings and Interruption of Prescription)

(1) A demand by way of judicial proceedings shall have no effect of interrupting prescription, if the judicial action is dismissed, rejected or withdrawn. (2) In the case of the preceding paragraph, if a demand by way of judicial proceedings, intervention in bankruptcy proceedings, attachment or provisional attachment, or provisional disposition is made within six months, the prescription shall be deemed to have been interrupted by the demand by way of the first judicial proceedings.

##### Article 171 (Intervention in Bankruptcy Proceedings and Interruption of Prescription)

Intervention in bankruptcy proceedings shall have no effect of interrupting prescription if those proceedings are cancelled by a creditor or if his demand for intervention is dismissed.

##### Article 172 (Order for Payment and Interruption of Prescription)

An order for payment shall have no effect of interrupting prescription if it lapses for the claimant’s failure to apply for provisional execution within the period of time prescribed by law.

##### Article 173 (Summons for Compromise, Voluntary Appearance, and Interruption of Prescription)

A summons for compromise shall have no effect of interrupting prescription, unless an action is brought within one month and the other party does not appear or a compromise is not arrived at. The same shall apply in the case of a voluntary appearance where a compromise is not arrived at.

##### Article 174 (Peremptory Notice and Interruption of Prescription)

A peremptory notice shall have no effect of interrupting prescription unless a demand by judicial proceedings, intervention in bankruptcy proceedings, a summons for compromise or a voluntary appearance for the same purpose, an attachment, a provisional attachment or a provisional disposition is taken within six months.

##### Article 175 (Attachment, Provisional Attachment, Provisional Disposition and Interruption of Prescription)

An attachment, a provisional attachment, or a provisional disposition, shall have no effect of interrupting prescription if annulled on the application of the claimant or by reason of non-compliance with any provisions of Acts.

##### Article 176 (Attachment, Provisional Attachment, Provisional Disposition and Interruption of Prescription)

An attachment, a provisional attachment, or a provisional disposition, if not effected against the person in whose favour prescription is running, shall not have the effect of interrupting prescription until such person has been notified thereof.

##### Article 177 (Acknowledgment and Interruption of Prescription)

In order to make an acknowledgement, having the effect of interrupting prescription, no capacity or authority for disposition in respect of the rights of the other party is required.

##### Article 178 (Running of Prescription after Interruption)

(1) In a case where a prescription is interrupted, the period of prescription passed until the interruption shall not be computed, and the prescription which was interrupted begins to run anew from the time when the cause of such interruption has ceased to exist. (2) Prescription which was interrupted by a demand by judicial proceedings begins to run anew from the time when the judgment thereon becomes finally binding in accordance with the provisions of the preceding paragraph.

##### Article 179 (Person under Disability and Suspension of Prescription)

If a person under disability has been without an agent by law within six months prior to the maturity of the period of extinctive prescription, the prescription shall not become complete against him for a period of six months from the time when he becomes a person of full capacity or when an agent by law assumes office.

##### Article 180 (Right of Person under Disability against Administrator of Property, Right between Husband and Wife, and Interruption of Prescription)

(1) In respect of the rights which a person under disability has against his father, mother, or his guardian who manages his property, extinctive prescription shall not become complete for a period of six months from the time when he becomes a person of full capacity or when a succeeding agent by law assumes office. (2) In respect of the rights which one spouse has against the other, extinctive prescription shall not become complete for a period of six months from the time of the dissolution of the marital relationship.

##### Article 181 (Rights on Estate of Inheritance and Interruption of Prescription)

In respect of the rights on or against estate of inheritance, extinctive prescription shall not become complete for a period of six months from the time of identification of a successor, appointment of administrator or adjudication of bankruptcy.

##### Article 182 (Natural Calamity or Any Other Accidents and Interruption of Prescription)

In a case where it is impossible to interrupt extinctive prescription because of a natural calamity or any other accidents, prescription shall not become complete for a period of one month from the time when such obstacle ceases to exist.

##### Article 183 (Effect of Extinctive Prescription to Accessory Rights)

When the extinctive prescription of a principal right has become complete, it shall affect its accessory right.

##### Article 184 (Waiving of Benefit of Prescription, etc.)

(1) The benefit of extinctive prescription may not be waived in advance. (2) Although extinctive prescription shall, by a juristic act, not be excluded, extended or aggravated, it may be shortened or lessened.