What is the shareholder resolution & director dismissal calculator?
When a shareholders’ meeting passes an unlawful or unfair resolution, or when a director who harms the company must be removed, shareholders and the company must follow the procedures set by the Korean Commercial Act. This calculator brings three things together: the filing deadline and litigation cost of a resolution cancellation, nullity, or non-existence suit; the damages a director dismissed without just cause can claim; and the shareholding requirement and deadline for a minority shareholder’s suit to remove a director.
It converts the requirements of Commercial Act Articles 376, 380, and 385 into simple inputs so you can instantly check, on a 2026 basis, whether a suit can be filed now, how much it costs, and roughly how large the damages are. In particular, a resolution cancellation suit cannot be filed once two months have passed from the resolution date, so a date check is provided.
Korea-based calculator
This tool is based on Korean rules (2026 basis): the Commercial Act (Arts. 376, 379, 380, 385, 434, and 542-6(3)), its Enforcement Decree Art. 32 (large listed companies with capital of KRW 100 billion or more), the Act on Stamps Attached for Civil Litigation (Arts. 2 and 3), and the Rules on Stamps for Civil Litigation (Arts. 15(2) and 18-2, which fix the suit value of company-relation litigation at KRW 50 million). It is a simplified estimate, not legal advice, and does not replace review by a Korean corporate lawyer.
Who this is useful for
- Shareholders challenging defects in the notice or the voting method of a meeting
- Directors or auditors appointed or removed by an unlawful resolution
- Directors dismissed mid-term without just cause who are weighing a damages claim
- Minority shareholders whose motion to remove a wrongdoing director was voted down
- Corporate and legal staff estimating the cost of company litigation in advance
Three resolution-defect suits — cancellation, nullity, non-existence
When a resolution is defective, the suit is chosen by the degree and nature of the defect, and the choice greatly changes the filing deadline and the burden of proof.
1. Resolution cancellation suit (Art. 376)
Filed when the convocation procedure or voting method violates the law or the articles, is markedly unfair, or the content of the resolution violates the articles. The plaintiff may be a shareholder, director, or auditor, and the suit must be filed within two months of the resolution date. Missing notices, a lack of quorum, and miscounted voting rights are typical procedural defects.
2. Resolution nullity suit (Art. 380)
Filed when the content of the resolution itself violates the law — for example, an illegal dividend resolution or one that breaches shareholder equality. Because it is a declaratory suit, there is no filing deadline and anyone may contest it at any time.
3. Resolution non-existence suit (Art. 380)
Filed when the convocation or voting method has a defect so grave that a resolution cannot be said to exist — such as a resolution by phantom shareholders or a meeting held with no notice at all. It also has no filing deadline, but the gravity requirement is stricter than for cancellation or nullity.
Even if a defect is proven, a court may dismiss a cancellation suit when cancellation is inappropriate in light of the resolution’s content, the company’s situation, and all circumstances (Art. 379, discretionary dismissal). A procedural defect alone therefore does not guarantee a win.
Director dismissal and damages (Art. 385(1))
A director may be removed at any time by a special resolution of the shareholders’ meeting — two thirds of the voting rights present and at least one third of the total issued shares (Art. 434). Removal itself is possible even without just cause.
However, if a director whose term was fixed is removed before the term ends without just cause, that director may claim damages from the company. The measure is the remuneration the director would have received during the remaining term — monthly pay plus bonus — less any interim income earned elsewhere after the removal (mitigation).
How the damages are computed
- • Remaining-term pay: monthly pay × remaining months
- • Bonus portion: annual bonus × (remaining months ÷ 12)
- • Gross loss: remaining-term pay + bonus portion
- • Mitigation: interim income after removal (other salary, etc.)
- • Net damages: gross loss − mitigation
Just cause means the director can no longer perform the role or the relationship of trust is fundamentally broken; a mere difference in business judgment or friction with a major shareholder is usually not enough. The existence of just cause and the exact scope of damages are decided by the court case by case, so the figure here is an assumption-based estimate.
Minority shareholder’s suit to remove a director (Art. 385(2))
If a director has committed a wrongful act or a serious breach of law or the articles in relation to their duties, yet the shareholders’ meeting votes down the removal, a minority shareholder may petition the court directly to remove the director. The petition must be filed within one month of the meeting’s resolution.
Shareholding requirement by company type
- • Unlisted company: 3% of total issued shares (Art. 385(2))
- • Listed company (general): 0.5%, held continuously for six months (Art. 542-6(3))
- • Listed company (capital ≥ KRW 100 billion): 0.25%, held for six months (Enforcement Decree Art. 32)
Listed companies have relaxed minority-rights thresholds, allowing a suit with a far smaller stake than the 3% for unlisted companies, but they add a six-month continuous-holding requirement. The articles may set an even shorter holding period or lower ratio (Art. 542-6(8)). The removal suit is a mandatory joint action naming both the company and the director as defendants.
How much does the suit cost? — a fixed suit value of KRW 50 million
Cancellation, nullity, non-existence, and director-removal suits are all company-relation litigation, not claims for money. Rules on Stamps Art. 15(2) treats such suits as non-property litigation, and Art. 18-2 sets their suit value at KRW 50 million. Regardless of company size or dispute amount, the suit value is fixed at KRW 50 million for calculating the stamp fee.
Cost basis (2026)
- • First-instance stamp fee: KRW 50M → 50,000,000 × 0.45% + 5,000 = KRW 230,000 (Stamp Act Art. 2)
- • Appeal / final appeal: 1.5× / 2× the first instance (Art. 3)
- • Electronic filing discount: 10% of the stamp fee, up to KRW 500,000 (Art. 16)
- • Service fee: parties × rounds (15 at first instance) × KRW 5,500
For example, if one shareholder files a resolution cancellation suit against the company electronically, the stamp fee is about KRW 207,000 and the service fee is 2 parties × 15 rounds × KRW 5,500 = KRW 165,000, for a total around KRW 370,000. Even a large dispute carries a modest procedural cost — a hallmark of company-relation litigation.
Scenarios
Scenario 1. Cancellation for a missing notice
A shareholder who never received notice challenges a director-election resolution passed without notifying some shareholders. With a resolution date of March 10 and a planned filing on May 5, the deadline is May 10, so it is within time. The electronic-filing cost is about KRW 370,000.
Scenario 2. A director removed mid-term
A director with monthly pay of KRW 8M, an annual bonus of KRW 24M, and 18 months remaining is removed without just cause. Remaining-term pay of KRW 144M plus a bonus portion of KRW 36M gives KRW 180M; after deducting KRW 30M of interim income, the net damages estimate is KRW 150M.
Scenario 3. Removal voted down by the major shareholder
After a motion to remove an embezzling director is defeated by the major shareholder, a minority holder of 0.3% held for over six months in a listed company with capital of KRW 100 billion or more considers a removal suit. Since it exceeds the 0.25% threshold, standing is met, and the suit must be filed within one month of the defeat.
Legal basis — Commercial Act and Stamp Act
- Commercial Act Art. 376 (cancellation suit): a shareholder, director, or auditor files within two months of the resolution date for a procedural or article violation, marked unfairness, or a resolution content that violates the articles.
- Art. 379 (discretionary dismissal): a court may dismiss a cancellation suit where cancellation is inappropriate given the content, the company’s situation, and all circumstances.
- Art. 380 (nullity / non-existence): nullity if the content violates the law; non-existence if the defect is grave enough that no resolution exists. No filing deadline.
- Art. 385 (dismissal): (1) removal by special resolution, with damages for removal without just cause before the term ends; (2) a 3% shareholder may petition the court within one month when a wrongdoing director’s removal is voted down.
- Art. 542-6(3) & Enforcement Decree Art. 32 (listed relaxation): 0.5% for a listed company held for six months, 0.25% when capital is KRW 100 billion or more.
- Rules on Stamps Arts. 15 & 18-2: company-relation suits are non-property litigation with a fixed suit value of KRW 50 million.
Frequently asked questions (FAQ)
Q. What if I miss the two-month cancellation deadline?
A. A cancellation suit cannot be filed after two months from the resolution date.
If the content violates the law (nullity) or the defect is extremely grave (non-existence), you may still contest it through a nullity or non-existence suit, which has no filing deadline.
Q. Does removing a director always require damages?
A. No.
There is no liability where there is just cause, and none where no term was fixed or the term has already ended.
Damages arise only when a director is removed mid-term without just cause, measured by the remaining-term remuneration.
Q. Is a shareholding alone enough for a removal suit?
A. Besides the shareholding, there must be a wrongful act or serious breach of law or the articles by the director, the removal must have been voted down at the meeting, and the suit must be filed within one month of that defeat.
All three conditions must be met.
Q. Why is the cost unrelated to the amount in dispute?
A. Cancellation and removal suits are non-property company litigation, not claims for money.
Under the Rules on Stamps the suit value is fixed at KRW 50 million for calculating the stamp fee.
Q. Can I use this result directly in court?
A. It is a reference estimate.
Just cause, the scope of mitigation, the gravity of a defect, and the chance of discretionary dismissal are decided by the court case by case, so actual outcomes can differ.
Consult a lawyer for a specific case.
Check the deadline first for resolution disputes and director removal
Enter the suit type and dates to instantly compute the filing deadline, litigation cost, damages, and shareholding requirement.
Review the two-month cancellation and one-month removal deadlines and the fixed KRW 50 million suit-value cost on a 2026 Korean Commercial Act basis.