Ship Investment Company Act.docx

1、Ship Investment Company ActShip Investment Company Act Chapter 1 PreambleArticle 1 (Purpose) This act will stipulate the issues on establishment of “Ship Investment Company” and ship operation to provide investors with adequate investment opportunities in ship and to activate investments on vessels

2、in the capital market, thereby establishing the groundwork for the development of the maritime industry and ultimately contributing to the development of the national economy.Article 2 (Definition of Terms) The definition of terms used in the Act is in the following. 1. “Ship investment company” ref

3、ers to the party that is involved in ship investment business with the approval of the Minister of Maritime Affairs and Fisheries under the Act. 2. “Ship investment management company” refers to the party whose main business is to operate and manage the vessel with the commission of the ship investm

4、ent company, and refers to the party that is registered to the Minister of Maritime Affairs and Fisheries under the provision of Article 38. 3. “ Custody company” refers to the trust company based on Trust Law ( including financial institutions which operates trust business such as bank on the regul

5、ation section 28 in the Banking Law) which take commission from ship investment company , custody its assets and operating its business.4. “Ship operating company” refers to the party who use a vessel of a ship investment company under a chartering contract. Article 3 (Corporation) 1 Ship investment

6、 company shall be a corporation.2 Ship investment company (including foreign subsidiary under the Paragraph (3) shall possess only one vessel and shall not substitute it into another vessel during its existence.3 Ship investment company shall be allowed to establish its foreign subsidiary in case wh

7、ere it is deemed to be necessary to perform the scope of business work under Article 24. In this case, the business work of the foreign subsidiary shall be deemed to be performed by the ship investment company.4 Ship investment company shall not have branches except for head office, and shall not ha

8、ve employees or full-time staff. Article 4 (Application of the Commercial Law) Except for the cases that are stipulated otherwise, ship investment company shall be subject to the Commercial Law. Article 5 (Restriction on using similar company name) 1 Name of the ship investment company shall include

9、 the title of ship investment company. 2 Companies that are not ship investment company under the Act shall not use the title of ship investment company or other similar name. Chapter 2 Establishment, approval, and issuance of stocksSection 1 Establishment Article 6 (Duration) The duration of ship i

10、nvestment company shall be more than five years from the day that the approval of ship investment business is made under the Article 13. Article 7 (Promoter) 1 Those who fall under one of the following subparagraphs shall not be qualified for promoter. 1. Person under age, incompetent and semi-incom

11、petent persons;2. A bankrupt who have not yet been reinstated;3. Person who has been sentenced to imprisonment and 2 years has not been passed from the day of the completion of the execution (including the cases that the execution is regarded to be completed) or exemption. 4. Person who has been sen

12、tenced to imprisonment, or who has been subject to a fine under this Act or under other laws and regulations on maritime affairs and financial issues (This shall include similar law and regulations of foreign countries, and it shall be same in the followings), and 2 years have not yet passed after t

13、he completion of the execution (including the cases that the execution is regarded to be completed) or exemption; 5. Person who is granted a stay of execution and is still on probation; 6. Executives or employees of corporation or company that business permission, approval or registration is cancell

14、ed under the Act, or under other laws and regulations on maritime affairs and financial issues (Persons who have direct responsibilities or corresponding responsibility for the reasons of cancellation of the approval and others shall be included, and it shall be subject to the Presidential Decree) a

15、nd five years have not yet passed after cancellation for the corporation or company is made; 7. Persons who is discharged or dismissed from the office for the violation of the Act, or other laws and regulations on maritime affairs and financial issues, and five years have not yet passed since then.2

16、 Promoter shall acquire the stocks out of total capital amounting to the ratio set by the Presidential Decree within the range of 30/100 of issuing sharesArticle 8 (Articles of incorporation) 1 Promoter shall establish articles of incorporation and fill in the following details. All promoters shall

17、sign and seal the document. 1. Purpose2. Name of the company 3. Total number of shares to be issued4. Per-share price 5. Total number of shares issued at the time of establishment 6. Duration period7. Limits of borrowings and bond issuance8. Guidelines of asset management 9. Details on profit alloca

18、tion, and changes (increase or decrease) of capital 10. Location of company 11. Notification method 12. Standards of remuneration for directors and auditors 13. Overview of asset management trust agreement to be signed with ship investment management company (including the standards of remuneration

19、to be paid to ship investment management company) 14. Overview of asset custody agreement to be signed with asset custody company 15. Outlines of the agreement on shipbuilding, sales and chartering 16. Title or name of promoter, corporation registration number or resident identification number and a

20、ddress 17. Other issues set under the Presidential Decree2 The total number of shares stipulated in subparagraph 5 of Paragraph (1) can be set under maximum or minimum limits. Article 9 (Subscription for stock acquisition) 1 Promoter shall provide the prospectus that explains the purpose of establis

21、hment, chartering plan, and facts set by the presidential decree to the potential investors when they propose the subscription of issuing stocks at the time of establishment of ship investment company.2 Promoter shall write stock subscription form that includes each of the following details and shal

22、l provide it to the parties that apply for stock subscription of the company at the time of establishment. 1. Details stipulated in the Article 8 2. Reasons for dissolution when it is stipulated in the Articles of Incorporation3. The kind and number of shares to be acquired by the promoters.4. Metho

23、d of stock allocation and payment date for the shares issued at establishment 5. Financial institutions and payment place for stock payment6. Name and address of candidates of directors and auditors 7. Issues on fund provision 8. Name and address of ship investment management company for business cu

24、stody9. Name and address of the company that will sign an agreement on shipbuilding, sales and chartering 10. In case that the number of shares that subscription is made is less than that of shares issued at the time of establishment, ship investment company can cancel the establishment of the compa

25、ny11. In case ship investment company is not established until a specified deadline or if the Minister of Maritime Affairs and Fisheries does not grant approval under the provisions of the Act, the person who made the subscription for the shares can cancel the subscription12. In other case involved

26、shareholders interest set by the presidential decree Article 10 (Limit of incomplete establishment) The ship investment company cannot be established by investment in kind in spite of Paragraph 2 of Article 290 in Commercial Law.Article 11 (Candidates for directors and auditors) 1 The candidates for

27、 director and auditors written in subscription form shall be regarded to be appointed for the job at the time of closing the share allocation.2 The directors and auditors shall acquire the approval from the inaugural meeting.Article 12 (Organizing registration)1 The issues subject to organizing regi

28、stration are in the followings. 1. Issues that are stipulated in Subparagraphs 13, 5, 6, 10, and 11 of Paragraph 1, Article 8; 2. Details when the reasons for dissolution of ship investment company are stipulated in the articles of incorporation; 3. Name and address of agent for title transfer; 4. N

29、ame and resident identification number of director; 5. Name, resident identification number, address of the director that represents the ship investment company; and6. The background behind the case when several directors jointly represent the ship investment company as stipulated in the articles of

30、 incorporation2 In case organizing registration is made documents as specified in the Presidential Decree shall be attached. Section 2 Approval Article 13 (Approval of ship investment business) 1 Ship investment company that desires to be involved in ship investment business under Paragraph 2 of Art

31、icle 24 shall acquire the approval of the Minister of Maritime Affairs and Fisheries. The approval of the Minister shall be also required in case that the approved issues need change. 2 The Minister of Maritime Affairs and Fisheries shall review each of the following details for the approval as stat

32、ed in Paragraph (1). 1. Ship investment company is established lawfully under the Act;2. Business plan shall be concrete, reasonable and sound; 3. The agreement signed with ship investment management company and assets custody company by ship investment company shall be reasonable; 4. The agreement on chartering signed between ship operating company and ship investment company shall be appropriate; and 5. Other issues set under the Presidential Decree 3 In case the Minister of Maritime Affairs and Fish