Resolution
Overview
Resolution (議決) refers to the act by which a body in the form of a collegial organ (合議體) gathers the declarations of intent of its members and confirms the final will of the organization or a state organ. Unlike the "decision" of a single-member organ, it is characterized by the fact that it is formed when multiple members exercise voting rights at a meeting that satisfies a quorum (定足數) and the results are counted according to fixed principles such as majority rule. Resolution of bills by the National Assembly, resolutions of shareholders' meetings, resolutions of boards of directors, and votes by various committees are representative examples, and resolution functions as the most basic legal device for the formation of an organization's will in both the private law (私法) and public law (公法) spheres.
Main Content
Concept and Legal Nature
Resolution has two broad aspects. First, in procedural terms, it is a series of steps proceeding from "deliberation (審議) → voting (表決) → promulgation (宣布)"; second, in substantive terms, it is a legal act whose result takes effect as a single will binding on all members of the organization. Here, since even the dissenting opinion of the minority is absorbed into the final will under the majority principle and acquires binding force, resolution is a product of "collective will-formation" that is distinct from an individual's free declaration of intent.
Types of Resolution-Making Bodies
- State organs: the National Assembly, the State Council, the Grand Bench of the Supreme Court, the Constitutional Court, and various administrative commissions (such as the Fair Trade Commission)
- Local governments: local councils (resolution of ordinance bills), requests for reconsideration by the heads of local governments
- Private legal persons (私法人): shareholders' meetings, boards of directors, and auditors; members' meetings (general partnerships and limited partnerships); general meetings (incorporated associations)
- Other organizations: general meetings and delegate meetings of labor unions, general meetings of cooperatives, and party conventions and supreme councils of political parties
Requirements for the Valid Formation of a Resolution
For a resolution to be validly formed, the following requirements must be met.
1. Lawfulness of the convocation procedure: The convener, the notice period for convocation, and the method of notice prescribed by the articles of incorporation or by statutes must be observed.
2. Satisfaction of the quorum: A distinction is drawn between the attendance quorum required for the formation of the meeting and the voting quorum required for the passage of a measure. For example, an ordinary resolution of a shareholders' meeting requires a majority of the voting rights of the shareholders present (and at least one-fourth of the total number of issued shares), while a special resolution requires at least two-thirds of the voting rights of the shareholders present (and at least one-third of the total number of issued shares).
3. Lawful exercise of voting rights: Where written resolutions, exercise by proxy, or electronic voting are permitted, the relevant requirements must be satisfied, and the voting rights of a person with a special interest may be restricted.
4. Specification of the agenda item: As a rule, a resolution on a matter outside the purpose of the meeting is void.
Effect and Defects of a Resolution
A lawfully formed resolution binds the members of the deliberative body and, in some cases, third parties as well. On the other hand, where a resolution has procedural or substantive defects, it is classified as nonexistence of the resolution, void, or voidable, and this may be contested through corporate-law actions (an action to revoke a resolution, an action to confirm the nullity of a resolution, an action to confirm the nonexistence of a resolution) or through administrative litigation. In recent years, whether a defect in a resolution can be cured after the fact, and how the effect varies according to the severity of the defect, have been treated as important issues.
Distinction Between Resolution and Decision-Making
In practice, "resolution (의결)", "resolution (결의)", "approval (승인)", "consent (동의)", and "decision (결정)" are used interchangeably, but strictly speaking they differ. Resolution (의결) means confirming a matter through deliberation followed by a vote; resolution (결의) is the term mainly used for private legal persons such as shareholders' meetings; approval (승인) means a superior organ's ex post, supplementary agreement; and consent (동의) means supplementing the act of another organ so as to give it effect.
Recent Trends
As of 2024–2025, the resolution system is undergoing the following changes. First, the expansion of electronic voting and written resolutions. With amendments to the Capital Markets Act and continuing discussions on introducing an electronic shareholders' meeting system, methods of exercising voting rights without physical attendance are being systematically organized. Second, the strengthening of disclosure of institutional investors' exercise of voting rights. With the spread of the Stewardship Code, it has become established practice for asset management companies to disclose how they voted for or against major agenda items and the reasons for their votes, and this is leading to pressure for improved corporate governance. Third, the restructuring of the voting-rights structure, such as the cumulative voting system and the separate election of audit committee members, has emerged as a key issue in discussions on amending the Commercial Act. Fourth, as AI-based decision-support systems are introduced into committees and boards of directors, new legal and ethical discussions have begun over how to allocate "responsibility for resolutions". Fifth, at the National Assembly level, constitutional disputes over procedural defects such as failure to satisfy the voting quorum and voting errors have recurred, and the transparency of resolution procedures and the duty to preserve records are being emphasized all the more.
Related Topics
- [[Shareholders' Meeting]]
- [[Board of Directors]]
- [[National Assembly]]
- [[Majority Rule]]
- [[Voting Rights]]
- [[Corporate Governance]]
- [[Quorum]]
- [[Voting]]