부동산투자회사법

Article 1Purpose

The purpose of this Act is to contribute to the development of national economy by prescribing the matters concerning the establishment of a real estate investment trust, the management methods of assets thereof and the protection of investors therein to provide the citizens with more opportunities to invest in real estate as well as to vitalize the sound investment therein.[This Article Wholly Amended on Apr. 15, 2010]

Article 2Definitions

The terms used in this Act are defined as follows: <Amended on Dec. 18, 2012; Jan. 6, 2015; Jun. 22, 2015>1. The term "real estate investment trust" means any company incorporated pursuant to Articles 3 through 8,11-2,45, and 49-2(1), for the main purposes of investing in real estate and managing the invested assets, and which falls under any of the following:a. Self-managed real estate investment trusts: A company that hires full-time executive officers and employees, including asset management specialists, on its payroll to invest and operate assets directly;b. Entrusted management real estate investment trusts: A company that entrusts its asset investment and operation to any asset management companies;c. Corporate restructuring real estate investment trusts: A company that invests in the real estate referred to in each item of Article 49-2(1), and entrusts its asset investment and operation to any asset management companies;

2. The term "securities" means securities pursuant to Article 4(1) of the Financial Investment Services and Capital Markets Act, and exchange-traded derivatives pursuant to Article 5(2) of the same Act;

3. The term "securities related to real estate" means any of the following items:a. Shares and bonds of real estate investment trusts;b. Collective investment securities related to real estate and prescribed by Presidential Decree among those referred to in Article 9(21) of the Financial Investment Services and Capital Markets Act;c. Asset-backed securities related to real estate that are prescribed by Presidential Decree among those referred to in the Asset-Backed Securitization Act;d. Mortgage-backed bonds and mortgage-backed securities pursuant to the Act on Special-Purpose Companies for Mortgage-Backed Bonds and the Korea Housing Finance Corporation Act;e. National housing bond under the Housing and Urban Fund Act;f. Urban railroad bond pursuant to the Urban Railroad Act;g. Other securities related to real estate and prescribed by Presidential Decree;

4. The term "real estate development project" means a project falling under any of the following items:a. A project for developing land into a housing site, factory site, etc.;b. A project for reclaiming and creating land from public waters;c. A project for building or rebuilding buildings or other artificial structures;d. Other projects prescribed by Presidential Decree, which are similar to projects referred to in items a through c;

5. The term "asset management company" means any company incorporated pursuant to Article 22-3 for the purpose of investing and operating assets on commission of any entrusted management real estate investment trust or any corporate restructuring real estate investment trust.[This Article Wholly Amended on Apr. 15, 2010]

Article 3Corporate Personality

(1) Real estate investment trusts shall be established as an incorporated company.

(2) Real estate investment trusts shall be subject to the application of the Commercial Act, unless otherwise specifically provided for in this Act.

(3) Real estate investment trusts shall use the name "real estate investment trust" in its trade name.

(4) No entity, other than real estate investment trusts under this Act, shall use the name "real estate investment trust" or any similar name (including characters in a foreign language prescribed by Presidential Decree). <Amended on Aug. 16, 2023>[This Article Wholly Amended on Apr. 15, 2010]

Article 4Scope of Service

Real estate investment trusts shall not be engaged in any business, other than investing its assets in real estate, etc. by any means referred to in the subparagraphs of Article 21(2) with respect to the subparagraphs of Article 21(1). <Amended on Aug. 20, 2019>[This Article Wholly Amended on Apr. 15, 2010]

Article 5Incorporation of Real Estate Investment Trusts

(1) Real estate investment trusts shall be incorporated by promotion of incorporation.

(2) Notwithstanding subparagraph 2 of Article 290 of the Commercial Act, real estate investment trusts shall not be incorporated by in-kind contributions.[This Article Wholly Amended on Apr. 15, 2010]

Article 5-2Special Cases concerning Conversion of Self-Managed Real Estate Investment Trusts into Entrusted Management Real Estate Investment Trusts

A self-managed real estate investment trust may be converted into an entrusted management real estate investment trust following resolution at a general meeting of shareholders under Article 434 of the Commercial Act and with authorization for business by the Minister of Land, Infrastructure and Transport under Article 9.[This Article Added on Aug. 16, 2023]

Article 6Start-Up Capital

(1) Start-up capital of a self-managed real estate investment trust shall be at least 500 million won. <Amended on Jan. 19, 2016>(2) Start-up capital of an entrusted management real estate investment trust and a corporate restructuring real estate investment trust shall be at least 300 million won. <Amended on Jan. 19, 2016>[This Article Wholly Amended on Dec. 18, 2012]

Article 7Promoters

None of the following persons shall be eligible to become a promoter of a real estate investment trust. In such cases, among the corporations established by a foreigner or pursuant to foreign statutes or regulations, the same shall apply to the corporations falling under the same or similar causes in the following: <Amended on Jun. 22, 2015; Jan. 19, 2016>1. A minor, a person under adult guardianship, or a person under limited guardianship;

2. A person declared bankrupt and not yet reinstated;

3. A person sentenced to a fine or heavier punishment under this Act, the Licensed Real Estate Agents Act, the Act on Report on Real Estate Transactions, the Act on Appraisal and Certified Appraisers, the Financial Investment Services and Capital Markets Act, Articles 214 through 224,347,347-2,348,348-2,349 through 359 of the Criminal Act and other statutes related to finance (hereafter referred to as "related statutes" in this Article) prescribed by Presidential Decree, in whose case five years have not passed since such punishment was completely executed (including cases where the execution is deemed to have been completed) or exempted;

4. A person who is under the suspension of execution of punishment of imprisonment without labor or greater punishment as sentenced by a court pursuant to this Act or related statutes;

5. A person who was an executive officer or employee of a corporation, of which business permission, authorization, registration, etc. was cancelled in accordance with this Act or related statutes (limited to a person who was directly or correspondingly responsible for the cause of cancellation of such business permission, authorization, registration, etc. and prescribed by Presidential Decree) and in whose cases five years have not yet elapsed from the date of cancellation of business permission, etc., against such corporation;

6. A person in whose cases five years have not elapsed since the date of dismissal or removal from his or her office due to violations of this Act or related statutes.[This Article Wholly Amended on Apr. 15, 2010]

Article 8Articles of Incorporation

(1) Promoters of a real estate investment trust shall prepare the articles of incorporation, including the following, and affix their names and seals or write their signatures thereon: <Amended on Dec. 18, 2012>1. Purposes;

2. Company name;

3. Total number of stocks to be issued;

4. Price of a stock;

5. Total number of stocks to be issued at the time of incorporation;

6. Matters relating to the investment and management of assets;

7. Matters relating to the evaluation of assets;

8. Matters relating to the distribution of profits, etc.;

9. Location of main office;

10. Method of public notice;10-2. The content of assigning corporate directors and supervisory directors, where a real estate investment trust assigns corporate directors and supervisory directors pursuant to Article 14-3;

11. Remuneration basis for directors (where a real estate investment trust assigns corporate directors and supervisory directors pursuant to Article 14-3, corporate directors shall be excluded) and auditors;

12. Outline of an asset custody contract to be concluded with an asset custody organization pursuant to Article 35(1);

13. Outline of an entrustment contract where such contract on the investment and management of assets is to be concluded;

14. Names, resident registration numbers and addresses of promoters;

15. Other matters prescribed by Presidential Decree.

(2) A total number of stocks to be issued at the time of incorporation under paragraph (1)5 may be determined by fixing upper and lower limits.[This Article Wholly Amended on Apr. 15, 2010]

Article 8-2Report on Incorporation of Self-Managed Real Estate Investment Trusts

(1) A self-managed real estate investment trust shall prepare a report on its incorporation as prescribed by Presidential Decree and submit it to the Minister of Land, Infrastructure and Transport within 10 days from the date of registration of its incorporation. <Amended on Mar. 23, 2013>(2) After a self-managed real estate investment trust submits a report on its incorporation under paragraph (1), it shall prepare a report on the current status of the company after the incorporation thereof as prescribed by Presidential Decree and submit it to the Minister of Land, Infrastructure and Transport. <Amended on Mar. 23, 2013>(3) Where the Minister of Land, Infrastructure and Transport deems it necessary for the public interest, as a result of the examination of the details of a report under paragraphs (1) and (2), because the operation, etc. of a self-managed real estate investment trust violates any statutes or regulations, or is likely to cause difficulty in protecting investors, he or she may order the relevant self-managed real estate investment trust to make corrections or supplements. <Amended on Mar. 23, 2013; Jun. 9, 2020>(4) A self-managed real estate investment trust shall file an application for authorization under Article 9(1) with the Minister of Land, Infrastructure and Transport within six months from the date of registration of its incorporation. <Amended on Mar. 23, 2013>[This Article Added on Dec. 18, 2012]

Article 9Authorization for Business

(1) Where a real estate investment trust intends to conduct the business provided for in the subparagraphs of Article 21(2) with respect to Article 21(1)1 through 5, it shall obtain authorization from the Minister of Land, Infrastructure and Transport by type of real estate investment trust under subparagraph 1 of Article 2, as prescribed by Presidential Decree; provided, the foregoing shall not apply to the business prescribed by Presidential Decree, such as investigations for acquiring real estate. <Amended on Dec. 18, 2012; Mar. 23, 2013; Jun. 22, 2015; Aug. 20, 2019>(2) The Minister of Land, Infrastructure and Transport shall ascertain matters referred to in the following subparagraphs in deciding whether to grant authorization for business under paragraph (1) (hereinafter referred to as "authorization for business"): <Amended on Dec. 18, 2012; Mar. 23, 2013; Jun. 22, 2015; Aug. 16, 2023; May 27, 2025>1. Whether a real estate investment trust has been incorporated pursuant to Articles 3 through 8,11-2, and 45;

2. Validity and adequacy of a business plan;2-2. Whether a corporate restructuring real estate investment trust has an asset portfolio in compliance with the requirements provided for in Article 49-2(1);

3. Adequacy of a plan to issue new stocks; provided, it shall be limited to new stocks which are issued within 3 years (5 years in the case of project real estate investment companies under Article 26-4) from the date of authorization for business;

4. Other matters prescribed by Presidential Decree.

(3) Where the Minister of Land, Infrastructure and Transport grants authorization for business, he or she may attach conditions necessary to ensure integrity of management and protect investors. <Amended on Mar. 23, 2013>(4) No real estate investment trusts shall issue any new stocks by allotment to persons other than shareholders before authorization for business is granted.

(5) Where the Minister of Land, Infrastructure and Transport has granted authorization for business, he or she shall publish the details thereof in the Official Gazette and on its website, etc. <Amended on Mar. 23, 2013>(6) Where a real estate investment trust intends to obtain authorization for business pursuant to paragraph (1), it shall submit the results of appraisal conducted by an appraiser corporation, etc. (referring to an appraiser or appraisal corporation prescribed by the Act on Appraisal and Certified Appraisers; hereinafter referred to as "appraisal corporation, etc.") on real estate intended for its business to the Minister of Land, Infrastructure and Transport; provided, where it purchases real estate intended for its business from the State, a local government, or institution prescribed by Presidential Decree by means of bidding, auction, or other means prescribed by Presidential Decree, it may choose not to conduct appraisal. <Added on Jul. 16, 2013; Jun. 22, 2015; Jan. 19, 2016; Apr. 7, 2020>(7) Necessary matters concerning appraisal methods, procedures, etc. for the purposes of paragraph (6) shall be prescribed by Presidential Decree. <Added on Jul. 16, 2013>(8) Where necessary to confirm matters under paragraph (2)2, the Minister of Land, Infrastructure and Transport may entrust reviews to an institution prescribed by Presidential Decree. <Added on Jul. 16, 2013>[This Article Wholly Amended on Apr. 15, 2010]

Article 9-2Registration

(1) Notwithstanding Article 9, where an entrusted management real estate investment trust and/or a corporate restructuring real estate investment trust satisfying the following requirements intends to conduct the business under the subparagraphs of Article 21(2) with respect to Article 21(1)1 through 5, it shall be registered with the Minister of Land, Infrastructure and Transport, as prescribed by Presidential Decree; provided, the foregoing shall not apply to the business prescribed by Presidential Decree, such as investigations for acquiring real estate. <Amended on Aug. 20, 2019>1. The concerned real estate investment trust should be legitimately established pursuant to this Act;

2. In cases of an entrusted management real estate investment trust, at least 30/100 of issued stocks should be acquired, exclusively or jointly, by the National Pension Service established under Article 24 of the National Pension Act (hereinafter referred to as the "National Pension Service") or by a shareholder under Article 14- 8(3)1;

3. In cases of a corporate restructuring real estate investment trust, the assets of the trust shall be organized satisfying the standards under Article 49-2(1);

4. The ratio of investment in real estate development business should not exceed 30/100 of the total assets;

5. Other requirements prescribed by Presidential Decree shall be satisfied.

(2) A person intending to make registration pursuant to paragraph (1) shall submit a written application for registration to the Minister of Land, Infrastructure and Transport.

(3) In receipt of the written application for registration under paragraph (2), the Minister of Land, Infrastructure and Transport shall review the application, determine within 20 days on the application for registration, and without delay inform the applicant of the result and ground for such determination. In such cases, the period of time for the aforementioned review shall not include any time spent for taking the complementary measures under paragraph (4) to cure any deficiency of the application for registration and other period of time prescribed by Presidential Decree. <Amended on Jun. 9, 2020>(4) Where the Minister of Land, Infrastructure and Transport has found any deficiency in the written application for registration under paragraph (2), he or she may request the applicant to cure such deficiency.

(5) Where the Minister of Land, Infrastructure and Transport determines on the application for registration pursuant to paragraph (3), he or she may not reject the application unless he or she finds any of the following reasons:

1. Where the applicant fails to meet the requirements for registration under paragraph (1);

2. Where the applicant has fraudulently prepared the written application for registration under paragraph (2);

3. Where the applicant fails to perform the request to cure deficiency under paragraph (4).

(6) Article 9(3) through (6) shall apply mutatis mutandis to the registration under paragraph (1). In such cases, "authorization for business" shall be deemed "registration". <Amended on Aug. 16, 2023>[This Article Added on Jan. 19, 2016]

Article 10Minimum Capital

The capital of a real estate investment trust, for which six months (referring to the period of time required for a real estate investment trust and/or an interested person, etc. to perform the methods and procedures, etc. prescribed in other statutes or regulations, excluding the period approved by the Minister of Land, Infrastructure and Transport; hereinafter referred to as "preparation period of the minimum capital") have passed from the date it obtained authorization for business or registered its business, shall not be at least the following amount: <Amended on Jan. 19, 2016; Mar. 21, 2017>1. A self-managed real estate investment trust: Seven billion won;

2. An entrusted management real estate investment trust and a corporate restructuring real estate investment trust: Five billion won.[This Article Wholly Amended on Apr. 15, 2010][Title Amended on Jan. 19, 2016]

Article 11Examination for Eligibility as Major Investors of Self-Managed Real Estate Investment Trusts

(1) The Minister of Land, Infrastructure and Transport verifies shall, without delay, examine eligibility as major investors (referring to those who hold shares in excess of 5/100 of the total number of issued shares; hereinafter the same shall apply) in any of the following cases: <Amended on Aug. 16, 2023>1. Where it is verified that a self-managed real estate investment trust prepared the minimum capital under Article 10;

2. Where a major investor is changed after eligibility as a major investor is examined because he or she falls under subparagraph 1.

(2) Where the Minister of Land, Infrastructure and Transport examines eligibility as a major shareholder pursuant to paragraph (1), he or she shall confirm whether a relevant person meets the following requirements:

1. The person shall not fall under any of subparagraphs 2 through 6 of Article 7;

2. Five years shall have passed after the person was sentenced to a fine or heavier punishment, in violation of the Monopoly Regulation and Fair Trade Act or the Punishment of Tax Offenses Act, and the execution thereof was completed, or he or she was ruled exempt from execution thereof;

3. The person shall meet other requirements prescribed by Presidential Decree in relation to the source of funds, financial standing, etc.

(3) Where a major investor fails to meet requirements under paragraph (2), the Minister of Land, Infrastructure and Transport may order the relevant major investor to dispose of shares he or she holds in excess of 5/100 of the total number of issued shares within a fixed period not exceeding six months.

(4) Any person ordered to dispose of shares pursuant to paragraph (3) shall not exercise voting rights on shares he or she holds in excess of 5/100 of the total number of issued shares.

(5) In order to examine eligibility pursuant to paragraph (1), the Minister of Land, Infrastructure and Transport may request major investors to submit related materials within a fixed period not exceeding 30 days. In such cases, the major investors requested to submit materials shall comply with such request unless extenuating circumstances exist.

(6) Detailed matters concerning procedures for and methods of examining eligibility under paragraph (1) shall be prescribed by Presidential Decree.[This Article Added on Jul. 16, 2013]

Article 11-2Prohibition against Opening Branch Office of Entrusted Management Real Estate Investment Trusts

No entrusted management real estate investment trust shall be allowed to open a branch office, other than its principal office, or hire employees or appoint full-time executive officers.[This Article Wholly Amended on Apr. 15, 2010]

Article 12Matters Subject to Resolution by General Meetings of Shareholders

(1) The following matters shall undergo resolution by a general meeting of shareholders; provided, Article 434 of the Commercial Act shall apply mutatis mutandis to the resolution on matters referred to in subparagraphs 4,4-2, and 5: <Amended on Dec. 18, 2012; Jun. 22, 2015; Aug. 20, 2019>1. Final decision on the business plan of the relevant year;

2. Plans for borrowing funds and issuing bonds for the relevant year;

3. Matters relating to the conclusion of important contracts prescribed by Presidential Decree, such as the acquisition and disposal of assets in excess of 30/100 of the total assets in connection with the investment and management of assets, or conclusion of amended contracts;

4. Determination of a real estate development project, or matters concerning the change of any important parts prescribed by Presidential Decree, such as the objectives, objects, and scope of the determined real estate development project;4-2. Percentage of investment in real estate development projects out of the total assets;

5. Matters concerning in-kind contributions in real estate under Article 19;

6. Matters relating to the conclusion of an asset custody contract or amendments thereto with an asset custody organization pursuant to Article 35(1).

(2) A real estate investment trust may postpone a general meeting of shareholders if the total number of stocks owned by those who attend the meeting until one hour after the scheduled time of the meeting are below the majority of the total stocks issue. In such cases, a real estate investment trust shall convene the general meeting of shareholders postponed (hereafter referred to as "postponed general meeting of shareholders" in this Article) within two weeks from the date. <Amended on Jun. 9, 2020>(3) If the total number of stocks owned by those who attend the meeting until one hour after the scheduled opening time of the postponed general meeting of shareholders is below the majority of the total stocks issued, the general meeting of shareholders shall be deemed effective by the total number of stocks held by those present. In such cases, the resolution at the postponed general meeting of shareholders shall be passed by the majority of the voting rights of those present; provided, the special resolution on matters referred to in paragraph (1)4,4-2, and 5 at the postponed general meeting of shareholders shall be passed by not less than two thirds of the voting rights of those present. <Amended on Jun. 22, 2015; Jun. 9, 2020>[This Article Wholly Amended on Apr. 15, 2010]

Article 13Matters Subject to Resolution by Board of Directors

(1) The following matters shall undergo resolution by the board of directors:

1. Matters relating to the management of real estate, including acquisition or disposal thereof;

2. Matters relating to the acquisition or disposal of securities with a value exceeding the amount prescribed by Presidential Decree;

3. Matters concerning borrowings and the issuance of bonds;

4. Matters concerning the establishment and re-establishment of internal-control standards and the appointment and dismissal of compliance officers pursuant to Article 47.

(2) Directors shall inform the auditor of the date and time, place, agenda, etc. of a meeting of the board of directors seven days before the meeting commences.[This Article Wholly Amended on Apr. 15, 2010]

Article 14Qualification for Directors

(1) Article 7 shall apply mutatis mutandis to directors of real estate investment trusts.

(2) Any of the following persons is disqualified as a director of any entrusted management real estate investment trust:

1. A specially-related person (referring to a specially related person provided for in Article 133(3) of the Financial Investment Services and Capital Markets Act; hereinafter the same shall apply) of any asset management company entrusted with the investment and operation of assets;

2. A person paid regular remunerations by any asset management company that is entrusted with the investment and operation of assets;

3. A person prescribed by Presidential Decree as being feared to undermine his or her neutrality as a director.

(3) When a person selected and appointed as a director of any real estate investment trust falls under paragraph (1) or (2) (limited to a director of any entrusted management real estate investment trust) or it is found that he or she falls under paragraph (1) or (2) at the time he or she is selected and appointed as a director, he or she shall be rightly dismissed. <Amended on Jun. 9, 2020>(4) Any act in which a director is involved before he or she is dismissed pursuant to paragraph (3) shall not lose its effect.

(5) Necessary matters concerning the duties of directors shall be prescribed by Presidential Decree.[This Article Wholly Amended on Apr. 15, 2010]

Article 14

shall not apply to corporate directors. [This Article Added on Dec. 18, 2012]

Article 14-2Qualification for Auditors

(1) Each auditor of any real estate investment trust shall be qualified as a certified public accountant provided for in the Certified Public Accountant Act.

(2) Any of the following persons is disqualified as an auditor of any real estate investment trust:

1. A person who falls under any subparagraph of Article 7;

2. A person who belongs to any accounting corporation that is in the period of business suspension imposed by the Certified Public Accountant Act;

3. A person who is in the period of the suspension of the performance of his or her duty imposed by the Certified Public Accountant Act;

4. A person prescribed by Presidential Decree as being feared to undermine his or her neutrality as an auditor.

(3) Article 14(3) through (5) shall apply mutatis mutandis to dismissals and duties of auditors.[This Article Wholly Amended on Apr. 15, 2010]

Article 14-3Appointment of Corporate Directors and Supervisory Directors

(1) An entrusted management real estate investment trust may assign a director (hereinafter referred to as "corporate director") who is an asset management company to which it entrusts the investment and operation of its assets pursuant to Article 22-2, and supervisory directors, as prescribed by the articles of incorporation. In such cases, no real estate investment trust that assigns a corporate director and supervisory directors shall assign directors under Article 14 and auditors under Article 14-2.

(2) Where an entrusted management real estate investment trust assigns corporate directors and supervisory directors pursuant to paragraph (1), it shall appoint at least one corporate director and two supervisory directors.[This Article Added on Dec. 18, 2012][Previous Article 14-3 moved to Article 14-8 <Dec. 18, 2012>]

Article 14-4Qualification for Corporate Directors

Article 14-5Duties of Corporate Directors

(1) Where an entrusted management real estate investment trust assigns a corporate director pursuant to Article 14-3(1), the corporate director shall represent the entrusted management real estate investment trust and conduct its business.

(2) If a corporate director intends to conduct any of the following business, its conduct of business shall be subject to a resolution of the board of directors. In such cases, Article 13(1) shall not apply:

1. The entrustment of business to, or the conclusion of an asset custody contract (including a contract for the change thereof) with any of the following institutions:a. An asset management company;b. An institution entrusted with general affairs, etc. under Article 22-2(1);c. An asset custody institution under Article 35(1);

2. The payment of remuneration incurred by the investment, management, or custody of assets;

3. Matters concerning the distribution of money and stock dividends;

4. Other matters prescribed by the articles of incorporation, which are deemed crucial to the operation of an entrusted management real estate investment trust.

(3) A corporate director may determine the scope of its duties and appoint a person who is to perform its duties from among executive officers and employees belonging to the relevant corporate director. In such cases, the corporate director shall notify an entrusted management real estate investment trust of the appointment thereof in writing.

(4) Any act done by a person appointed pursuant to paragraph (3) within the scope of duties of a corporate director shall be deemed an act done by the corporate director.

(5) A corporate director shall report the progress of business and the details of the asset management at least once every three months to the board of directors.[This Article Added on Dec. 18, 2012]

Article 14-6Qualification for Supervisory Directors

(1) The provisions of Article 14(1) through (4) shall apply to supervisory directors.

(2) A supervisory director shall be a person who does not fall under any of the following:

1. A promoter of the relevant real estate investment trust;

2. A person who works full-time at another corporation in a case where he or she is a director of the relevant real estate investment trust and serves as a director of the corporation concerned;

3. An auditor of the relevant real estate investment trust;

4. Any other person prescribed by Presidential Decree, who is likely to damage neutrality as supervisory director.

(3) At least one of supervisory directors shall be a certified public accountant under the Certified Public Accountant Act, who does not fall under any of the subparagraphs of Article 14-2(2).[This Article Added on Dec. 18, 2012]

Article 14-7Duties of Supervisory Directors

(1) A supervisory director shall supervise a corporate director's conduct of business.

(2) Where necessary to understand the business and the status of property of a real estate investment trust, a supervisory director may request a corporate director, asset custody institution, etc. to report the business and the status of property related to the real estate investment trust.

(3) Where a supervisory director deems it necessary to perform his or her duties, he or she may request an auditor to report an audit. <Amended on Jun. 9, 2020>(4) A person who receives a request from a supervisory director pursuant to paragraph (2) or (3) shall comply with such request unless there is a compelling reason not to do so. <Amended on Jun. 9, 2020>(5) Articles 409,410,412,412-2,412-3,412-5,413,413-2 and 414 of the Commercial Act shall apply mutatis mutandis to supervisory directors. In such cases, an "auditor" shall be construed as a "supervisory director".[This Article Added on Dec. 18, 2012]

Article 14-8Public offering of shares

(1) No real estate investment trust shall make a public offering of shares it issues before obtaining authorization for business or registering its business (in the case of a real estate investment trust whose percentage of investment under Article 12(1)4-2 exceeds 30/100, before obtaining authorization, permission, etc. under related statutes or regulations for the implementation of a real estate development project in which it invests). <Amended on Jun. 22, 2015; Jan. 19, 2016>(2) A real estate investment company shall make a public offering of at least 30/100 of the total number of shares issued within 3 years (5 years in the case of a project real estate investment company under Article 26-4) from the date it obtains authorization for business or registers its business (in the case of a real estate investment company whose percentage of investment under Article 12(1)4-2 exceeds 30/100, referring to the date on which approval for use, completion inspection, etc. are granted or conducted under relevant statutes or regulations for the implementation of a real estate development project in which it has invested; hereafter in this Article the same shall apply). <Amended on Jun. 22, 2015; Jan. 19, 2016; Aug. 16, 2023; May 27, 2025>(3) Where a real estate investment company falls under any of the following, notwithstanding paragraph (2), it may not make a public offering of stocks: <Amended on Jun. 4, 2013; Jun. 22, 2015; Aug. 28, 2015; Jan. 19, 2016; Aug. 14, 2018; Aug. 20, 2019; Aug. 16, 2023; May 27, 2025>1. Where the total stocks the National Pension Service or other shareholders prescribed by Presidential Decree has acquired or bought, solely or jointly, within 3 years (5 years in the case of a project real estate investment company under Article 26-4) from the date the real estate investment company obtains authorization for business or registered its business is at least 50/100 of the total stocks issued by the real estate investment company;

2. Where at least 70/100 of the total assets of the real estate investment trust consists of rental housing (referring to the private rental housing under the Special Act on Private Rental Housing and the public rental housing under the Special Act on Public Housing).

(4) Notwithstanding paragraph (2), where the Minister of Land, Infrastructure and Transport recognizes that it is necessary for public interest, such as regional development, to provide opportunities for the public offering to residents of a specific region, a real estate investment company may separately determine the eligibility for the public offering. <Added on May 27, 2025>(5) Where a real estate investment company makes a public offering of stocks in accordance with paragraph (2), it shall disclose the information on the public offering to the information system on real estate investment companies under Article 49-6. <Added on Jan. 19, 2016; May 27, 2025>(6) Except as provided in paragraphs (2) and (5), detailed matters necessary to make a public offering of stocks, such as the period and methods for disclosing information on the public offering, shall be prescribed by Decree of the Ministry of Land, Infrastructure and Transport. <Added on Aug. 16, 2023; May 27, 2025>[This Article Wholly Amended on Dec. 18, 2012][Moved from Article 14-3 <Dec. 18, 2012>]

Article 15Dispersion of Stocks

(1) 1 shareholder and a person specially related to such shareholder shall not possess shares in excess of 50/100 of the total shares issued by a real estate investment company (hereinafter referred to as "upper limit of stock ownership for each person"), after the completion of a public offering of shares under Article 14-8(2): <Amended on Dec. 18, 2012; Jun. 22, 2015; Mar. 21, 2017; May 27, 2025>1. Deleted; <Mar. 21, 2017>2. Deleted. <Mar. 21, 2017>(2) Where one shareholder and a specially related person (hereinafter referred to as "same person") possess stocks of a real estate investment trust in excess of the upper limit of stock ownership for each person in violation of paragraph (1), they shall exercise their voting rights within the upper limit of stock ownership for each person.

(3) Where the same person possesses stocks in excess of the per-person shareholding limits, in violation of paragraph (1), the Minister of Land, Infrastructure and Transport may order him or her to dispose of the stocks that are in excess of the per-person shareholding limits by determining within a six month period. <Amended on Mar. 23, 2013>(4) Where the same person possesses stocks in excess of the per-person shareholding limits through his or her in-kind contributions, notwithstanding paragraph (3), the Minister of Land, Infrastructure and Transport may order him or her to dispose of his or her stocks that are in excess of the per-person shareholding limits during the period ranging from not less than one year to not more than one year and six months from the date on which the stocks are issued by in-kind contributions. <Amended on Mar. 23, 2013>[This Article Wholly Amended on Apr. 15, 2010]

Article 16Exceptions to Upper Limit of Stock Ownership for Each Person

(1) Article 15(1) shall not apply to the National Pension Service and other stockholders prescribed by Presidential Decree.

(2) Where a person owns stocks in excess of the upper limit of stock ownership for each person pursuant to paragraph (1), Article 15(2) shall apply to such cases; provided, this shall not apply to cases where the National Pension Service or any other stockholder prescribed by Presidential Decree owns stocks in excess of the upper limit of stock ownership for each person. <Amended on Dec. 18, 2012>(3) Article 15 shall not apply where at least 70/100 of the total assets of a real estate investment trust consists of rental housing (referring to the private rental housing under the Special Act on Private Rental Housing and the public rental housing under the Special Act on Public Housing). <Added on Jun. 4, 2013; Jun. 22, 2015; Aug. 28, 2015; Aug. 20, 2019>[This Article Wholly Amended on Apr. 15, 2010]

Article 17Application for Stocks

(1) Where a real estate investment trust intends to issue stocks after authorization for business or registration of business is granted, it shall prepare a written application for stocks stating the following matters and provide the written application to the prospective underwriter of the relevant stocks: <Amended on Dec. 18, 2012; Jan. 19, 2016>1. Matters referred to in Article 8(1)1 through 10, 10-2,11 through 13;

2. When the period for existence or grounds for dissolution are prescribed in the articles of incorporation, the details thereof;

3. Financial institutions to receive the payment of stock price and the place of payment;

4. The fact that authorization for business or registration of business may be cancelled if the capital is less than the minimum capital requirement after the period for preparing the minimum capital expires;

5. Other matters prescribed by Presidential Decree.

(2) Where a real estate investment trust solicits an offer to purchase stocks issued pursuant to paragraph (1), it shall provide the other party concerned with an investor's guide describing the matters prescribed by Presidential Decree, such as the objective of its incorporation, investment plans, and matters concerning investment risk. <Amended on Jun. 22, 2015>[This Article Wholly Amended on Apr. 15, 2010]

Article 18Terms of Issuance

(1) Where a real estate investment trust issues stocks after its incorporation, the issuing price and other terms of issuance for the same kind of stocks issued on the same day shall be uniformly determined.

(2) In cases of paragraph (1), the issuing price of stocks shall be calculated on the basis of market value, asset value and earnings of the relevant real estate investment trust by means prescribed by Presidential Decree.[This Article Wholly Amended on Apr. 15, 2010]

Article 19In-kind contributions

(1) No real estate investment trust shall issue new stocks by means of receiving in-kind contributions until it fulfills at least the minimum capital requirement as referred to in Article 10 after obtaining authorization for business or registering its business. <Amended on Dec. 18, 2012; Jan. 19, 2016>(2) The assets to be contributed in kind in a real estate investment trust pursuant to subparagraph 4 of Article 416 of the Commercial Act after business authorization or registration of business for the real estate investment trust is granted shall be any of the following: <Amended on Jun. 22, 2015; Jan. 19, 2016>1. Real estate;

2. Rights to the use of real estate, such as superficies and right to lease;

3. Right to benefit of real estate trust, the trust property of which is wholly attributed to the beneficiary at the time the trust expires;

4. Right to claim registration of real estate ownership transfer;

5. Right to receive compensation in land (hereinafter referred to as "right to compensation in land") developed by executing public works pursuant to the proviso of Article 63(1) of the Act on Acquisition of and Compensation for Land for Public Works Projects.

(3) Deleted. <Dec. 18, 2012>(4) The value of property contributed in kind pursuant to paragraph (2) shall be as follows: <Amended on Jun. 22, 2015; Apr. 7, 2020>1. Property under paragraph (2)1 through 4: The amount appraised by at least two appraisal corporations, etc.;

2. Property under paragraph (2)5: The amount agreed upon by a landowner to receive as compensation in land from a project operator by calculating the amount pursuant to Article 68 of the Act on Acquisition of and Compensation for Land for Public Works Projects.

(5) Matters necessary for the appraisal method of property under paragraph (4) shall be prescribed by Presidential Decree. <Added on Dec. 18, 2012>[This Article Wholly Amended on Apr. 15, 2010]

Article 20Listing of Stocks

(1) When a real estate investment trust meets the listing requirements of the listing regulations pursuant to Article 390(1) of the Financial Investment Services and Capital Markets Act, it shall, without delay, list its stocks on the securities market pursuant to Article 8-2(4)1 of the same Act so that its stocks are traded in the securities market. <Amended on May 28, 2013>(2) Where a real estate investment trust fails to list its stocks on the securities market pursuant to paragraph (1) without justifiable causes, the Minister of Land, Infrastructure and Transport may order it to list its stocks within a fixed period. <Amended on Mar. 23, 2013>(3) Where the Minister of Land, Infrastructure and Transport intends to order the listing of stocks pursuant to paragraph (2), he or she shall hear the opinion of the Financial Services Commission in advance. <Added on Oct. 24, 2017>[This Article Wholly Amended on Apr. 15, 2010]

Article 20-2Shareholders' Rights to Claim on Purchase of Stocks by Real Estate Investment Trusts

(1) Where the board of directors of any real estate investment trust passes a resolution on any of the following, any shareholder who opposes to such resolution shall notify in writing the relevant real estate investment trust of his or her intention of opposing the resolution before the general meeting of shareholders, and claim in writing for the purchase of the stocks he or she holds, indicating the kind and number of stocks he or she holds, within 20 days from the date on which the general meeting of shareholders passes a resolution on the relevant matters:

1. Changes in the articles of incorporation that restrict the number of stocks or extend the period of existence of the company; provided, cases will be excluded where it is impossible to sell the assets in possession within the period of existence, and such period is extended once by up to one year;

2. A merger with other real estate investment trusts;

3. The issuance of new stocks for in-kind contributions pursuant to Article 19.

(2) Where any shareholder claims on the purchase of his or her stocks under paragraph (1), the relevant real estate investment trust shall purchase such stocks within 20 days from the date on which the period of purchase claim expires. In such cases, necessary matters concerning the purchase price of stocks and methods of making the payment, etc. shall be prescribed by Presidential Decree.

(3) Notwithstanding paragraph (2), if a real estate investment trust is unable to purchase the stocks due to lack of funds, it may postpone the purchase of stocks by obtaining approval from the Minister of Land, Infrastructure and Transport. <Amended on Mar. 23, 2013>[This Article Wholly Amended on Apr. 15, 2010]