Article Content
Chapter III: Special Purpose Company
Section I: General Provisions
| Article 54 |
（Special purpose company）
A SPC shall be established by financial institutions, and shall be a company-limited-by-shares with only one shareholder.
The financial institutions as referred to in the preceding paragraph and the Trustee shall not be the same affiliated enterprise.
The financial institutions may form a SPC overseas to engage in the asset securitization business with the approval of the competent authority. The guidelines for granting such approval shall be further prescribed by the competent authority.
A SPC shall expressly show that it is a SPC in its name.
A company that is not a SPC shall not show that it is a SPC in its name or use a name that is easy to make people mistake it for a SPC. |
| Article 55 |
（Applicable scope of special purpose companies）
Article 27 of the Company Act shall not apply to the SPC. |
Section II: Approval of the Special Purpose Company
| Article 56 |
（Establishment of special purpose companies）
The person who forms the SPC shall file an application, stating clearly the following, with the competent authority for approval:
1. name of the SPC;
2. Articles of Incorporation;
3. total amount of principal;
4. location of the company;
5. name and domicile of the promoter; and
6. other items as required by the competent authority.
The guidelines for incorporation and approval of the SPC shall be prescribed by the competent authority.
In addition to those set forth under Article 129 of the Company Act, the Articles of Incorporation of the SPC shall clearly state the following:
1. purpose of the company engaging in the asset securitization business;
2. duration of the company and causes for dissolution of the company; and
3. other matters as required by the competent authority.
The following shall not take effect unless they are stated in the Articles of Incorporation:
1. special benefits to be accorded to the promoter and the name of the relevant beneficiaries;
2. the amount of remuneration payable to the promoter, if any; and
3. the amount of incorporation expenses which the SPC shall bear. |
| Article 57 |
（Reporting and registration of special purpose companies）
The promoter shall subscribe for all the shares as set forth in the Articles of Incorporation and shall pay up all such shares subscribed by it, and thereafter, directors and supervisors shall be selected.
The SPC, incorporated with the approval, shall submit the following documents to the competent authority for the record after receiving the paid-up capital and completing the company registration:
1. company registration documents;
2. Articles of Incorporation;
3. roster of shareholders; and
4. roster of directors and supervisors. |
| Article 58 |
（Applicable scope of special purpose companies）
Article 130, Article 131, Paragraph 1, Articles 132 to 139, Articles 141 to 149, and Articles 151 to 153 of the Company Act shall not apply to the SPC. |
Section III: Rights and Obligations of Shareholders
| Article 59 |
（The total number of shares may not be issued in separate installments）
The total amount of shares set forth in the Articles of Incorporation of the SPC shall not be issued in installments. |
| Article 60 |
（Restrictions on the transfer of shares）
The shareholders shall not transfer their shares to other persons, unless with the approval of the competent authority. |
| Article 61 |
（Applicable scope of special purpose companies）
The provisions in the last part of Article 156, Paragraph 1 setting forth that "shares issued may be special shares of such kind as the Article of Incorporation may prescribe"; Paragraphs 2 to 7 of the same article, and Articles 157 to 169 of the Company Act shall not apply to the SPC. |
Section IV: Organization of the Special Purpose Company
| Article 62 |
（Applicable scope of special purpose companies）
The provisions of Chapter 5, Section 3 of the Company Act shall not apply to the SPC. |
| Article 63 |
（Negative qualifications of directors）
The SPC shall have at least one (1) director and no more than three (3) directors. A person having any of the following shall not act as a director:
1. with any of the events set forth in Article 30 of the Company Act;
2. the Originator and its responsible person set forth in the asset securitization plan;
3. the Servicer responsible and its responsible person set forth in the asset securitization plan for managing and disposing of the Assets;
4. the Supervisory Institution and its responsible person set forth in the asset securitization plan;
5. the entrusted trust enterprise and its responsible person when the Assets set forth in the asset securitization plan are beneficial interests in trusts; or
6. having been dismissed by the competent authority from his/her duties. |
| Article 64 |
（Fiduciary duties of directors）
The directors shall have fiduciary duty to the SPC and shall perform their duties with due diligence.
When the directors, in conducting business, violate the laws and regulations, the Articles of Incorporation, the resolutions adopted at a shareholders' meeting, or the asset securitization plan, all directors taking part in the adoption of such resolutions shall be liable to compensate the SPC for such loss or damage; provided, that those directors whose disagreement appears on record or is expressed in writing shall be exempted from liability.
When the directors, in conducting business, violate laws and regulations, the Articles of Incorporation, and the asset securitization plan, or operate any business beyond its registered scope, the shareholders may request such directors to cease such act.
The remuneration of directors shall be expressly set forth in the Articles of Incorporation. |
| Article 65 |
（Chairman represents the company externally）
The directors of the SPC shall represent the SPC externally. When there are several directors, one of them shall be designated, in the Articles of Incorporation, to represent the company externally.
Unless otherwise provided for in this Act, the powers and duties of the Board of Directors in the Company Act shall be exercised and performed by the directors of the SPC. When there are several directors, such powers and duties shall be exercised and performed with the resolution adopted by a majority of the directors.
Article 206, Paragraph 2 of the Company Act shall apply mutatis mutandis to the resolution described in the preceding paragraph, and a journal shall be made.
Article 183 of the Company Act shall apply mutatis mutandis to the journal described in the preceding paragraph. |
| Article 66 |
（File suit）
The shareholders may request in writing the supervisor of the company to institute an action against a director on behalf of the SPC.
In case the supervisor fails to institute an action within thirty (30) days after having received the request described in the preceding paragraph, the shareholders may institute an action on behalf of the company |
| Article 67 |
（Applicable scope of directors of special purpose companies）
Article 192, Paragraphs 1 and 2, Articles 193 to 201, Articles 203 to 212, Article 214, and Article 215 of the Company Act shall not apply to the directors of a SPC. |
| Article 68 |
（Appointment of supervisors）
The SPC shall have at least one (1) supervisor and no more than three (3) supervisors. |
| Article 69 |
（Duties of supervisors for supervising the execution of affairs by directors）
The Supervisors shall supervise the duties executed by the directors for the SPC with due diligence. |
| Article 70 |
（Notification for violation of laws by directors）
When the directors, in conducting business, violate the laws and regulations, the Articles of Incorporation, and the asset securitization plan, or operate the business beyond its registered scope, the supervisors shall immediately inform such directors to cease such act. |
| Article 71 |
（Applicable scope of supervisors of special purpose companies）
Article 216, Paragraphs 1 and 2, Article 217, Article 217-1, Article 218-2, and Article 227 regarding Article 214 of the Company Act shall not apply to the supervisors of the SPC. |
| Article 72 |
（Regulations that apply mutatis mutandis to supervisors）
Article 63, Paragraph 2, Article 64, Paragraph 4, and Article 66 of this Act shall apply mutatis mutandis to the supervisors; provided that the request to be made upon a supervisor pursuant to Article 66 shall be made upon the directors. |
Section V: Asset Securitization Plan
| Article 73 |
（Establishment of processing regulations for asset-based securities）
To issue Asset-Backed Securities, the SPC shall submit an application or file a registration with the competent authority, along with the following documents, and required information, for approval or effective registration. The guidelines for processing such an application or registration shall be further prescribed by the competent authority:
1. asset securitization plan;
2. asset transfer contract or other supporting documents;
3. name, Articles of Incorporation, and location of the SPC;
4. names and domiciles of directors;
5. date(s) of the resolution(s) of directors and its supporting documents;
6. explanations regarding management methods of the transferred Assets. If appointing or entrusting a Servicer to manage and dispose of the transferred Assets, such appointment or entrustment agreement or other supporting documents shall be provided;
7. relevant risk hedging plans and documents; and
8. other items as required by the competent authority.
The SPC shall not issue Asset-Backed Securities without the approval of or effective registration with the competent authority.
The SPC shall operate the securitization business in accordance with the asset securitization plan approved by or effectively registered with the competent authority.
The Originator and the SPC shall not be the same affiliated enterprise, and the relevant documents and information of the transferred Assets shall be provided to the SPC without false statements or concealments.
The Originator, violating the preceding provision and causing the acquirer or transferee of the Asset-Backed Securities, shall be liable to compensate for such damage.
Article 369-1 to Article 369-3, Article 369-9, and Article 369-11 of the Company Act shall apply to the scope of the "same affiliated enterprise" as referred to in Paragraph 4 of this article. |
| Article 74 |
（Items to be specified in asset securitization plans）
The asset securitization plan shall contain the following:
1. name and address of the Originator;
2. variety, name, quantity, price, average yield, period and transfer date of the transferred Assets;
3. execution period of the asset securitization plan and relevant matters;
4. total amount, interest rate or the rights of the Asset-Backed Securities, and time and method for repayment or distribution of the principal, profits, interests or other proceeds of the Asset-Backed Securities. If issuing Asset-Backed Securities with different types or durations, the order of priority in terms of receipt from the SPC of the transferred Assets and the profits, interests, or other proceeds accrued therefrom;
5. method of management and disposal of the transferred Assets, and the Servicer appointed or entrusted to manage and dispose of such Asset;
6. name, powers, and obligations of the Supervisory Institution;
7. matters regarding borrowed money and expenses incurred for operating business set forth in the asset securitization plan;
8. supporting documents regarding credit rating or credit enhancement, if any;
9. necessary expenses for issuing the Asset-Backed Securities and the amortization method thereof;
10. evaluation method, basic assumptions, and expert opinions regarding the transferred Assets; and
11. other items as required by the competent authority. |
Section VI: Issuance and Transfer of Asset-Backed Securities
| Article 75 |
（Issuance of certificates of asset-based securities）
Before the issue, Asset-Backed Securities shall be serialized, contain the following items, bear the signatures and/or seals of all directors of the SPC, and be certified by a certification agency.
1. annotations stating that they are Asset-Backed Securities;
2. issue date and maturity date;
3. total issue amount;
4. reference number and date of the letter confirming that the issue of Asset-Backed Securities has been approved by or effectively registered with the competent authority;
5. names and addresses of the Originator and the SPC;
6. names or titles of the holders;
7. interest rate, priority in receiving payment and duration of the Asset-Backed Securities;
8. obligations and liabilities of the SPC;
9. rights of the Asset-Backed Security holders and the exercise method thereof;
10. if the transferees of the Asset-Backed Securities are limited, the content and effect of such limitations;
11. name and address of the Supervisory Institution; and
12. other items as required by the competent authority.
The provisions of the Rules Governing Certification of Corporate Stock and Bond Issued by Public Companies shall apply mutatis mutandis to the certification of Asset-Backed Securities as referred to in the preceding paragraph. |
| Article 76 |
（Applicable scope of special purpose companies）
The provisions in Section 7 and Section 8 of Chapter 5 of the Company Act shall not apply to the SPC. |
| Article 77 |
（Supervisory institution）
When issuing Asset-Backed Securities, in order to protect the rights and interests of the Asset-Backed Security holders, the SPC shall appoint a Supervisory Institution and shall enter into a supervision agreement with the Supervisory Institution in compliance with the asset securitization plan; provided, that the SPC shall not appoint the Originator or Servicer set forth in the asset securitization plan as the Supervisory Institution. |
| Article 78 |
（Fiduciary duties of supervisory institutions）
The Asset-Backed Security holders shall have the rights to receive the principal, interests, profits, or other proceeds or repaid or distributed from the SPC in accordance with the asset securitization plan.
The Supervisory Institution shall exercise its power and perform its obligation for the interest of, and shall have a fiduciary duty to, the Asset-Backed Security holders in compliance with the provisions of this Act with due diligence.
The Supervisory Institution may take any litigious or non-litigious acts in its own name for the Asset-Backed Security holders.
The Supervisory Institution shall not exempt or reduce the liabilities and obligations that the SPC shall bear in accordance with the asset securitization plan or enter into any litigious or non-litigious settlement with the SPC, unless approved by resolutions adopted in a meeting of the Asset-Backed Security holders and approved by the court.
When conducting any of the acts as referred to in the preceding paragraph, the Supervisory Institution shall make an announcement and shall notify each Asset-Backed Security holder.
The Supervisory Institution may inspect and audit the business, financial condition, and relevant books and records of the SPC and the Servicer in terms of securitization matter at any time, and may request the directors of the SPC to propose relevant reports.
When violating the duties as set forth in Paragraph 2 hereof, the Supervisory Institution shall be liable to compensate the Asset-Backed Security holders for the damages sustained therefrom. |
| Article 79 |
（Convening meetings of holders of asset-based securities and resolutions）
The Supervisory Institution, the holders holding more than three (3) percent of the total units of Asset-Backed Securities in the same series, or the SPC may, for the common interest of the Asset-Backed Security holders, convene a meeting of the Asset-Backed Security holders in the same series.
When convening the meeting as set for in the preceding paragraph, a notice shall be given to each Asset-Backed Security holder at least ten (10) days prior to the scheduled meeting date, and the representative appointed by the Supervisory Institution shall act as the chairman of said meeting.
Any meeting as described in Paragraph 1 shall have a quorum of holders holding at least two-thirds of the total units of the Asset-Backed Securities, and any resolution at said meeting shall be adopted by more than one-half votes of present at such meeting. The Asset-Backed Security holders shall be entitled to one vote for each unit of Asset-Backed Securities being held. In case the SPC issues different types and durations of Asset-Backed Securities, the voting shall be separately made by the Asset-Backed Security holders in different groups based on the variety and duration of the Asset-Backed Securities.
The resolution at the meeting of the Asset-Backed Security holders described in the preceding paragraph shall be made into journals and signed by the chairman of the meeting, and shall become binding upon all the Asset-Backed Security holders and be carried out by the Supervisory Institution, if recognized by the court at the place where the SPC's principal office is located and publicly announced, unless otherwise directed in the meeting of the Asset-Backed Security holders.
The court shall not recognize the resolution of the meeting of the Asset-Backed Security holders in any of the following situations:
1. the procedures for convening the meeting of the Asset-Backed Security holders or the method by which the resolutions were adopted violates laws or regulations;
2. the resolution violates the common interest of the Asset-Backed Security holders;
3. amending or altering the asset securitization plan without the approval of the competent authority; or
4. in case the Asset-Backed Security holders with different types and durations exercise their voting rights in different groups, no unanimous resolution has been reached among all groups. |
| Article 80 |
（Convening meetings in response to obvious deterioration of asset value）
Where the value of the Assets transferred to the SPC depreciates significantly and becomes insufficient to pay the SPC's debts or has the likelihood of damaging the interest of the holders, the Supervisory Institution shall convene the meeting of the Asset-Backed Security holders pursuant to Article 79 hereof. |
| Article 81 |
（Sequence of compensation）
The Asset-Backed Security holders shall have the priority over other creditors and shareholders of the SPC in terms of Assets transferred to the SPC or the profits, interests, or other proceeds accrued therefrom, except for the borrowed money set forth in the asset securitization plan.
In case the SPC issues Asset-Backed Securities with different types and durations in accordance with the asset securitization plan, the order of priority in payment of the holders of different Asset-Backed Securities shall be set forth in the asset securitization plan. |
| Article 82 |
（Preparation and items to be specified in the registry of holders of asset-based securities）
The SPC shall prepare a roster of the Asset-Backed Security holders containing the following matters:
1. names or titles and domiciles or residences of the holders;
2. number of total units of the Asset-Backed Securities held by the holders;
3. the serial number of the Asset-Backed Securities; and
4. the date and year of the acquisition of the Asset-Backed Securities.
With regard to computerized or other electronic recordation, the information described in the preceding paragraph may be supplemented by attached tables. |
Section VII: Assets Transfer and Management
| Article 83 |
（Transfer of assets）
After the SPC issues the Asset-Backed Securities, the Originator and the SPC shall complete the procedure of the asset transfer within the transfer period set forth in the asset securitization plan without any delay or false acts.
With regard to the asset transfer as referred to in the preceding paragraph, the accounting treatment shall comply with generally accepted accounting principles.
Where the Originator processes the asset transfer in compliance with the preceding two paragraphs and acquires consideration for transferring Assets in accordance with the asset securitization plan, it shall be deemed as a non-gratuitous act prescribed in Article 244, Paragraph 2 of the Civil Code. |
| Article 84 |
（Management and disposal of transferred assets）
The SPC shall appoint or entrust a Servicer to manage and dispose of the transferred Assets, except for the beneficial interests in trusts as referred to in Item 4, Subparagraph 2, Paragraph 1 of Article 4 hereof.
The Servicer shall separately manage the Assets described in the preceding paragraph and its own property and creditors of the Servicer shall have no claims or other rights against such Assets.
The Servicer managing and disposing of the transferred Assets of the SPC shall periodically collect the principal of the transferred Assets, 48/64 or its profits, interests, and other proceeds accrued therefrom and forward such collected amount to the Supervisory Institution for delivery to the Asset-Backed Security holders. The Servicer shall also provide reports on payment by obligors, collectable payment, bad debts, and other material information related to the transferred Assets to the Supervisory Institution.
When the Servicer fails to perform its service obligations, a substitute Servicer may continue to provide the asset management services in accordance with the asset securitization plan or as reported to and approved by the competent authority. |
Section VIII: Business Rules of the Special Purpose Company
| Article 85 |
（The transferee may not use the assets for pledge, transfer, exchange, guarantees, or other dispositions）
Unless otherwise provided for in this Act or the asset securitization plan, the SPC shall not pledge, transfer, exchange, provided as security or otherwise dispose of the Assets transferred to it. |
| Article 86 |
（Other businesses that cannot be operated concurrently）
Except for the business of asset securitization, the SPC shall not concurrently engage in any other business. |
| Article 87 |
（Scope of idle funds utilization）
The utilization of the SPC's own property and the idle funds derived from the Assets transferred to it shall be limited to the following.
Article 13 and Article 15 of the Company Act shall not apply:
1. bank deposits;
2. purchase of government bonds or financial bonds;
3. purchase of treasury bills or negotiable certificate of time deposit;
4. purchase of commercial papers with a credit rating above certain level or guaranteed or accepted by banks with a rating above certain level set by the competent authority; and
5. other utilizations with the approval of the competent authority. |
| Article 88 |
（Unless otherwise specified, no funds may be borrowed）
Unless otherwise provided for in this Act or the asset securitization plan, the SPC shall not borrow any money.
The purpose of the any amount borrowed under the preceding paragraph shall be limited to distribution or repayment of the profits, principal, interests, or other proceeds in accordance with the asset securitization plan, and shall be done with the consent of all directors. |
| Article 89 |
（Responsibilities for compensation）
The SPC shall not guarantee or endorse for any person, and Article 16 of the Company Act shall not apply.
When the responsible person(s) of the SPC violates the restrictions prescribed in the preceding paragraph, such person shall be held liable for any such guarantee and endorsement and to compensate the company or the Asset-Backed Security holders for the damages sustained therefrom. |
| Article 90 |
（The responsible person may not conduct intermediary sales for the offering or issuance）
With regard to the issue or offering of the Asset- Backed Securities, the responsible person of the SPC shall not serve as a broker or intermediary in a sale of the Asset-Backed Securities. |
Section IX: Accounting for the Special Purpose Company
| Article 91 |
（Setting up account books）
Based on the offering terms of different types or durations of Asset-Backed Securities, the SPC shall establish a separate account to keep records with the management and disposal of the transferred Assets, calculate its profits and losses and distributed amounts related thereto, and shall periodically prepare written reports with regard to book value of the transferred Assets, principal received or other interests, collectable payments, bad debts and other material information, and submit such report to the Supervisory Institution and notify the Asset-Backed Security holders.
The content of the reports described in the preceding paragraph shall contain no false statements or concealments. |
| Article 92 |
（Filing business reports and financial reports）
The SPC shall prepare an annual report at the end of each fiscal year, and shall register the operational report and financial report audited by the company's supervisor to the competent authority and deliver such reports to the Supervisory Institution within fifteen (15) days after the same are approved by the board of directors meeting.
If the SPC issues Asset-Backed Securities through public offering, Article 36 of the Securities and Exchange Act shall apply to the registrations and announcements. The scope of application of the aforesaid article shall be prescribed by the competent authority.
When the SPC issues Asset-Backed Securities to specific people, the SPC shall deliver financial reports to the Asset-Backed Security holders in accordance with the investment memorandum. When the Assets are transferred to the SPC in accordance with the asset securitization plan, if the accounting thereof complies with Article 83, Paragraph 2 hereof, Article 369-12, Paragraphs 1 and 2 of the Company Act shall not apply to the SPC and its parent company. |
| Article 93 |
（Submit reasons in written format）
Holders holding more than three (3) percent of the total units of the Asset-Backed Securities in the same series may submit the reasons expressed in writing to request the Supervisory Institution to inspect the business and financial conditions of the SPC.
Holders holding more than three (3) percent of the total units of the Asset-Backed Securities in the same series may make a request, by written request with reasons, to the SPC for viewing, photocopying, or otherwise copying reports and financial reports prepared by the SPC in accordance with the preceding article. |
| Article 94 |
（Applicable scope of special purpose companies）
The provisions of Chapter 5, Section 6 of the Company Act shall not apply to the SPC. |
Section X: Alternations, Dissolution, and Liquidation of the Special Purpose Company
| Article 95 |
（Permission required for changes to the Articles of Incorporation）
Alteration of the SPC's Articles of Incorporation shall be approved by the competent authority. |
| Article 96 |
（Reason for dissolution）
The SPC shall be dissolved if any of the following events occurs:
1. a cause of dissolution as set forth in the Articles of Incorporation;
2. bankruptcy;
3. revocation or annulment approved by the competent authority;
4. dissolution ordered by the company registration authority or pursuant to a decision of court; or
5. other causes prescribed by the competent authority.
In the event of an apparent difficulty in the operation of the SPC or material damage thereto, after consulting with the competent authority and notifying the company, the court shall make a ruling for the dissolution of the company, with a written petition from holders holding more than ten (10) percent of the total units of the Asset-Backed Securities in the same series,. |
| Article 97 |
（Authorities of creditors and meetings）
Creditor's rights regarding a special liquidation under Chapter 5, Section 12, Subsection 2 of the Company Act shall be exercised by the Asset-Backed Security holders; and rights relating to the creditors' meeting shall be exercised by the Asset-Backed Security holders or the Supervisory Institution. |
| Article 98 |
（Assignment of remaining properties after repayment of debts）
After the liquidators have paid off all debts in accordance with the asset securitization plan, the remaining Assets shall be distributed to the shareholders. Article 330 of the Company Act shall not be applicable. |
| Article 99 |
（Reporting after completion of clearing）
Upon completion of the liquidation, the liquidator shall report the result to the competent authority within fifteen (15) days after recognized by the shareholders.. |
| Article 100 |
（Applicable scope of special purpose companies）
The provisions of Sections 10 and 11 of Chapter 5 of the Company Act shall not apply to the SPC. |
| Article 101 |
（Regulations that apply mutatis mutandis to items herein）
Articles 11 to 12, Article 15, Article 17, Article 19, Article 22, Articles 38 to 41, and Article 42, Paragraph 2 hereof shall apply mutatis mutandis to the SPC. |