영문정관 견본

1. 글의 목적

한길합동법무사사무소(강남역 사무소)에서 사용하기 위하여 직접 작성했던 영문정관 중 하나입니다.

2. 정관 머리와 총칙

정관의 표지와 제1장 총칙 부분입니다. 상호, 목적 사업, 본점 소재지, 공고 방법을 정하고 있습니다.

ARTICLES OF INCORPORATION 2024... ARTICLES OF INCORPORATION

ARTICLE 1(Trade Name)부터 ARTICLE 4(Method of Public Notice)까지가 총칙에 해당하며, 특히 ARTICLE 2(Purpose)에 소프트웨어 컨설팅, 블록체인 플랫폼 개발, 전자지급 대행업 등 목적 사업이 열거되어 있습니다.

CHAPTER 1.　GENERAL PROVISIONS ARTICLE

1. (Trade Name) The name of the Company is 주식회사 000(hereinafter referred to as the “Company”), which shall be expressed in English as 000 000 000 Ltd.,. ARTICLE

2. (Purpose) The objectives of the Company shall be as follows:

1. Software Consulting, Development and Provision Business
2. Development of Blockchain Platform
3. Creation of Blockchain Data and Management of Network
4. Construction of Business Application use of Blockchain and Development of Cloud Based Services
5. Research and Development of Blockchain
6. Agency Business of Electronic Payment
7. Issuance and Management Business of instruments for Direct Electronic Payment
8. Development, Consulting, Data Handling related Electronic Commerce and
9. Development and Handling of data Program related Electronic Payment
10. Research and Development of Fin Tech
11. Financial Business by Electronic Commerce
12. Issuance, Trading and Sales of Online/OfflineVoucher
13. Service related Online Financial and Payment
14. Development and Provision of Internet Contents
15. Development and Provision of Additional Internet Service
16. Design and Consulting of Computer System
17. Agency Business of Electronic Payment
18. Issuance and Management Business of instruments for Advance Electronic Payment
19. Subsidiary Business related above each Business

ARTICLE

3. (Location of the Principal Office and Establishment of the Branch) 1. The Company shall have its Principal Office in Seoul, Korea 2. The Company may establish its branch, office, local corporation. ARTICLE

4. (Method of Public Notice) Public notice of the Company shall be given in “The Maeil Economics Daily Newspaper“, a daily newspaper published in Seoul, Korea

3. 주식에 관한 규정

제2장 SHARES는 발행할 주식의 총수, 액면가, 설립 시 발행 주식 수, 주식의 종류, 신주 인수권, 신주 발행가액, 주권의 양도와 재발행 등을 정하고 있습니다.

CHAPTER 2. SHARES ARTICLE

5. (Total Number of shares to be issued by this company) The total number of shares to be issued by the company shall be　2,000,000 shares. ARTICLE

6. (Par Value) Par value per share of the Company shall be 5,000 Won.

설립 시 발행 주식 수(ARTICLE 7)와 주식의 종류·주권(ARTICLE 8) 부분의 발췌입니다.

ARTICLE

7. (Total shares to be issued at the time of Incorporation) Total shares to be issued at the time of incorporation of the Company shall be 000 shares. ARTICLE

8. (Kind of shares & Share Certificate) The company shall issue the common share in registered by resolution of the board of directors. The share certificates of the company shall be in the following eight(8) denominations : One-share certificate, five-share certificate, ten-share certificate, fifty-share certificate, one hundred-share certificate, five hundred-share certificate, one thousand-share certificate and ten thousand-share certificate.

The company shall issue the different shares from paragraphs (1) through (2) by resolution of general shareholders' meeting.

신주 인수권(ARTICLE 9)은 주주 외의 자에 대한 배정을 이사회 결의로 허용하는 경우를 열거하고 있으며, 그 각 호가 아래에 담겨 있습니다.

ARTICLE

9. (Preemptive Rights) Each shareholder of the company shall be entitled to the allotment of new shares in proportion to the number of shares which he holds. The company may make an allotment of new shares to other persons than the shareholders by resolution of the board of directors notwithstanding the provisions of paragraph (1), in the event that the company falls under any case of the following subparagraphs,

1. where the company issue new shares by public offering by a resolution of the board of directors within the limit not exceeding 10-one hundredth of the total outstanding shares of the company,
2. where the company offer new shares or make subscribe new shares for offering to intend to list on the securities market within the limit not exceeding 10-one hundredth of the total outstanding shares of the company,
3. where the company allocates preferentially with stocks member of the employee stockownership association,
4. where the company issue new shares in accordance with securities depository receipts,
5. where the company allocates the new shares to financial institutions at home and abroad, corporation, investment cooperative, person in case necessary for our strategic partnerships and other the achievement of the company's operational objectives, such as an introduction of new technology, a diversification, overseas expansion. financing and
6. where the company issue new shares by the method of shareholders in preference public offering.

In the case that the shareholder gives up or loses a part or the whole part of the preemptive rights and fractional shares occur in the progress of issuing new shares, the board of directors determins dealing with the situation. ARTICLE

10. (Issue-price of new shares) Issue-price of new shares is determined by the resolution of the board of directors by issue-price of a part or whole part of it being at current price or at the price higher than the par value. ARTICLE

11. (Capitalization of Reserves) The company may capitalize the whole or a part of the reserve subject to a resolution of the board of directors : provided, it may do by resolution of general shareholders' meeting for the achivement of the company's operational objectives. ARTICLE

12. (Starting date of Reckoning of Dividend) When the company issues new shares, capitalizes the reserve or dividends stock, With regard to a dividend of profit or interest to be distributed to the shares, the conversion shall be deemed to have been effected at the end of the business year immediately before the business year in which the new shares are issued. ARTICLE

13. (Transfer Agent) The company may designate a transfer agent by a resolution of the board of directors to deal with the affairs of transfer. Before the company designates a transfer agent by a resolution of the board of directors, it shall deal with the affairs of transfer by itself. ARTICLE

14. (Transfer of Shares) Share certificates shall be delivered for the transfer of shares. The transfer of a registered share shall not be asserted against the company, unless the name and address of the transferee have been entered in the register of shareholders. ARTICLE

15. (Report of Address, Name, Seal, or Signature of Shareholders) All shareholders, registered pledgee and their legal representatives report of address, name, seal, or signature to the company. Shareholders and registered pledgee aboard have to report of the place where they are noticed and their proxy to the company. The same shall apply to the case of altering the matters in paragraphs (1) through (2) ARTICLE

16. (Reissuance of Share Certificate) In case of getting the stock certificate issued due to stain, partial loss or amalgamation, the share certificate shall be submitted and attached to the request of the company, an application thereof in the form prescribed by the company, provided, the provisions of the paragraph (2) shall be applied in case the stain of the stock certificate is too excessive to distinguish.

For the reissuance of share certificate due to the loss of share certificate, an application in the form prescribed shall be submitted together with an original copy of a judgement of　nullification. ARTICLE

17. (Fee) In case of transfer the fee of it is for free and In case of preceding Article 16, the free may be collected in accordance with the resolution of the board of directors. ARTICLE

18. (Close of Register of Shareholders and Record Date) The company shall suspend any entry into the register of shareholders for an alteration of the shareholder’s name from the next date of the last day of each business year to the closing date of its pertinent ordinary general meeting of shareholders.

The company shall allow the shareholders listed in the shareholders register of the closing date of each term for settlement of account to exercise their rights in its pertinent ordinary general meeting of shareholders. The company shall suspend any entry into the register of shareholders for an alteration of the shareholder’s name and allow the shareholders listed in the

shareholders register as to exercise their pertinent rights on the record day by the resolution of the board of director when an extraordinary general meeting is convocated and when it is necessary.

In this case, the company shall notice publicly two weeks before closing day of register of shareholders or record date.

4. 사채에 관한 규정

제3장 BONDS는 사채의 총수, 인수회사의 위탁, 전환사채와 신주인수권부사채의 발행 요건을 정하고 있습니다.

CHAPTER 3. BONDS ARTICLE

19. (Offering of Bonds) A company may offer bonds for subscription subject to a resolution of the board of directors. The bonds of the company shall be in the following three types : general bonds, convertible bonds and bonds with warrants. 3. The company can be issued bonds, convertible bonds, bonds with warrant and exchangeable bonds to share holders and others pursuant to a

resolution of the Board of Director’s meeting to the extent that the total face value of the bonds does not exceed 50billion won.

전환사채 발행(ARTICLE 21)은 주주 외의 자에 대한 발행 경우를 열거하고 있으며, 그 각 호는 아래와 같습니다.

ARTICLE 21. (Issuance of Convertible Bonds) 1. The company can be issued convertible bonds other than shareholders to pursuant to a resolution of the Board of Director’s meeting.

1. where the company issue convertible bonds by public offering,
2. where the company issue convertible bonds to foreign corporation or person in the necessary case for the company management and
3. where the company issue convertible bonds to corporation at home and abroad or personal investor.

The company may issue convertible bonds to a part of which granted the right of conversion subject to a resolution of the board of directors in the paragraph (1) Contents of the shares to be issued upon conversion are registered common shares and the price of conversion of the shares shall be prescribed by the resolution of the board of directors at the same as or higher than the par value.

Period during which conversion is demanded shall be from the next day when the bonds are issued to the day before the bonds are redeemed. Provided, time during which conversion is demanded may be adjusted within the above period by the resolution of the board of directors. The provisions of Article 12 shall apply mutatis mutandis to the dividend of profit to be distributed to the shares to be issued upon conversion and the reimbursement of interest of convertible bonds.

The matters except paragraphs (1) through (5) about convertible bonds shall be prescribed by the resolution of the board of directors. ARTICLE

22. (Bonds with Warrants to Subscribe for New Shares) The company may issue bonds with warrants to the persons other than shareholders within the limits not exceeding four times the amount of net assets of the company stated in the latest balance sheet in the event that the company falls under any case of the following subparagraphs, where the company issue bonds with warrants

by public offering, where the company issue bonds with warrants to foreign corporation or person in the necessary case for the company management and where the company issue bonds with warrants to corporation at home and abroad or personal investor.

Total amount of bonds with warrants shall be prescribed within the limits not exceeding the total price of the bonds by the resolution of the board of directors. Contents of the shares to be issued upon conversion are registered common shares and the issue-price of the shares shall be at the same as or higher than the par value it by the resolution of the board of directors.

Period during which preemptive rights is exercised shall be from the next day when the bonds are issued to the day before the bonds are redeemed. Provided, time during which may be adjusted within the above period by the resolution of the board of directors. The provisions of Article 12 shall apply mutatis mutandis to the dividend of profit to be distributed to the shares to be issued upon exercising preemptive rights.

The matters except paragraphs (1) through (5) about convertible bonds shall be prescribed by the resolution of the board of directors. ARTICLE

23. (Applicable Provisions) The provisions of Article 13 and Article 15 shall apply mutatis mutandis to the bonds-issue.

5. 주주총회에 관한 규정

제4장 GENERAL MEETING OF SHAREHOLDERS는 주주총회 소집 시기·권한자, 소집 통지, 의장, 의결권 행사 방법, 결의 방법, 의사록까지를 정하고 있습니다.

CHAPTER 4. GENERAL MEETING OF SHAREHOLDERS ARTICLE

24. (Time of Convocation for General Meeting) The company shall convene the ordinary general meeting of shareholders and the extraordinary general meeting of shareholders. The ordinary general meeting is convened within three(3) months after the close of each business year and extraordinary general meeting is convened by the resolution of the board of directors or in accordance with acts and subordinate statutes when necessary. ARTICLE

25. (Person Authorized to Convene) General meeting of shareholders shall be convened by the representative in accordance with the resolution of the board of directors except otherwise provided in the acts and subordinate statutes. The provisions of paragraphs (4) in Article 42 shall apply mutatis mutandis in the event that the representative director is unable to perform his duty. ARTICLE

26. (Notice and Public Notice of Convocation) The notice for convocation of a general meeting shall be dispatched in writing or by an electronic documents to each shareholder at least two weeks prior to the date set for such meeting. ARTICLE

27. (Place of Convocation)

결의 방법(ARTICLE 34)은 출석 주주의 의결권 다수와 발행주식총수의 4분의 1 이상으로 결의하는 정관 변경 결의 형태를 담고 있습니다.

ARTICLE

34. (Method of Adopting Resolutions) Unless otherwise provided by this Act or articles of incorporation, resolutions shall be adopted at the general meetings by affirmative votes of the majority of the voting rights of shareholders present thereat and of at least 1/4 of the total outstanding shares.

ARTICLE

35. (Exercise of Voting Right in Writing) Shareholders may exercise their voting rights in writing in lieu of attending the general meeting. Notice for the convocation of the general meeting shall be accompanied by reference materials and documents necessary for shareholders to exercise their voting rights under paragraph(1).

Shareholders to exercise their voting rights in writing shall prepare documents in the paragraph(2) and surrender them to the company not later than the day preceding the date set for the meeting. ARTICLE

36. (Minutes) The proceedings of the general meeting of shareholders shall be entered into the minutes and the chairman and directors present shall affix their seals thereon.

6. 이사·이사회에 관한 규정

제5장은 이사의 수와 선임, 임기, 대표이사 선임, 이사의 직무와 보고 의무, 이사회의 구성·소집·결의 방법, 의사록, 보수를 정하고 있습니다.

CHAPTER 5. DIRECTORS, BOARD OF DIRECTORS ARTICLE

37. (Number of Directors) The　company shall have one or more directors in number. Provided, in case of a company of which the total capital is no less than1 billion won, directors shall be at least three in number. ARTICLE

38. (Election of Directors) Directors shall be elected at a general shareholders' meeting. Directors shall be elected by affirmative votes of the majority of the voting rights of shareholders present thereat and of at least 1/4 of the total outstanding shares. Concentrated vote　shall not apply in case of appointing two or more directors. ARTICLE

39. (Term of Office of Director The terms of office of directors may not exceed three years. The terms of office under paragraph (1) may be extended up to the closing of the ordinary general shareholders' meeting convened in respect of the last period for the settlement of accounts within their terms of office.

이사회 결의 방법(ARTICLE 46)의 발췌입니다.

ARTICLE

46. (Method of Resolution by Board of Directors) A resolution of the board of directors shall be adopted by the presence of the majority of directors in office and the affirmative votes of the majority of directors present at the meeting A person who has special interest in the resolution of the board of directors may not exercise his voting rights thereupon.

ARTICLE

47. (Minutes of Board of Directors) Minutes shall be prepared with regard to the proceedings of a meeting of the board of directors. There shall be recorded in the minutes the agenda, the summary of the proceedings of the meeting, the results thereof, dissenters and reason for their objection. Directors as well as auditors present at the meeting shall write their names and affix seals or sign thereon. ARTICLE

48. (Remuneration for Director) The amount of remuneration to be received by directors shall be determined by general shareholders' meeting.

7. 감사와 회계에 관한 규정, 부칙

감사 선임·임기·직무권한과 감사록 작성(제6장 Auditors), 그리고 회계 연도·재무제표 작성 비치·이익 배당(제6장 ACCOUNTING)이 이어지며, 정관 말미에 부칙과 발기인 기명날인란이 붙습니다.

CHAPTER 6. Auditors ARTICLE

49. (Election) Auditors shall be elected at a general shareholders' meeting. The auditor of the Company shall be one or more. However, if the capital is less than 1 billion won, it may not be audited. Directors shall be elected by affirmative votes of the majority of the voting rights of shareholders present thereat and of at least 1/4 of the total outstanding shares.

Any shareholder who holds more than 3/100 of the total outstanding shares, exclusive of non-voting shares, may not exercise his vote in respect of the shares in excess of the above limit, in the election of auditors under paragraph ARTICLE

50. (Term of office of Auditor) The term of office of an auditor shall expire upon the closing of the ordinary general shareholders' meeting convened in respect of the last period for the settlement of accounts within three years after his inauguration. ARTICLE

51. (Election to Fill up Vacancy) In case of vacancy of a auditor it shall be elected at at a general shareholders' meeting. Provided, the election may be reserved or postponed in condition that the number of the auditors on the register is not short under the provisions of Article 38 and there is no difficulty in the affairs of the company. ARTICLE

52. (Duty and Authority of Auditors) Auditors shall audit directors' performance of duties. Auditors may at any time demand the directors to report on the business and may investigate the affairs and the financial status of the company. An auditor may request the board of directors to convene an extraordinary general shareholders' meeting by presenting a written statement specifying the proposed subject-matters of the meeting and the reason for the convocation.

An auditor may demand the subsidiary company to report on its business, if it is necessary for carrying out his duties. In this case, if the subsidiary company fails to make a demanded reporting without delay or it is necessary to verify the contents of such reporting, an auditor may investigate the affairs of the subsidiary company and the status of its property.

ARTICLE

53. (Preparation of Audit Record) Auditors shall prepare a record of the audit. The summary of audit process and the results thereof shall be recorded in the audit record. The auditors who have carried out such audit shall write their names and affix their seals or shall sign thereon. ARTICLE

54. (Remuneration and Severance Allowance) The ceiling of remuneration for s and directors retired shall be determined by the resolutions of the general meeting of shareholders. CHAPTER 6. ACCOUNTING ARTICLE

55. (Business Year) The business year of the company shall be from January 1 to December 31 of each year.

이익 배당 순서(ARTICLE 57)의 각 항 목록입니다.

1. 1.　 Legal reserve fund(more that 1/10 of the net profit)
2. 2.　 Optional reserve
3. 3.　 Dividends
4. 4.　 Officer’s allowance
5. 5.　 Earned surplus carried over to the next term

ARTICLE

58. (Dividends to shareholders) The dividends shall be paid to the shareholders or the pledges register as of the closing date of accounts each term. ARTICLE

59. (Claim for Payment of Dividends) The claim for dividends of shareholders shall be extinguished if it is not exercised within five years. SUPPLEMENTARY PROVISIONS ARTICLE

1. (First Business year) The business year of the company shall be from the date of incorporation to December 31, same year. ARTICLE

2. (Name and Address of Promoters) The full names and addresses of the promoters shall be listed at the end of the Articles of Incorporation. All the promoters execute the Articles of Incorporation for the establishment of the 00., LTD. And duly write there names and verify it by affixing their seals.., 2024 00 CO., LTD. Promoter