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Chapter Law Content

CHAPTER III ORGANIZATION
Article 11
A member of a CMO shall be an economic rights holder.
An economic rights holder may not be at the same time a member of two or more CMOs providing the same collective management services.
If an economic rights holder violates the provision of the preceding paragraph and joins two or more CMOs at different times, the rights holder will be deemed to have not joined the CMO or CMOs it entered at later times; a rights holder who joins two or more CMOs at the same time shall choose membership in only one among them within 30 days after the time it joins; a rights holder that fails to make a choice within 30 days will be deemed to have joined none of the CMOs.
Article 12
A CMO may not reject any applicant for membership who meets the membership qualifications set out in its articles of organization.
A CMO shall adopt mechanisms for reviewing the economic rights and other relevant information of its members, and the members shall provide supporting documents for the relevant rights.
A member may withdraw from the organization at any time, unless the articles of organization provide that withdrawal can only take place at the end of a business year or after a period of pre-announcement.
Article 13
Under any of the following circumstances, a member shall be deemed to have withdrawn from the organization:
1.Death, bankruptcy, or dissolution of the member.
2.Loss of membership qualifications.
3. Dissolution of the CMO is ordered.
Article 14
A member shall execute a management agreement with its CMO to entrust the CMO with management of its economic rights.
A member shall have the right, in accordance with the royalty collection and distribution rules, to request distribution of royalties, and also has the obligation to pay management fees and membership fees.
Article 15
The highest authority of a CMO shall be the general meeting of its members.
The board of directors of a CMO shall have at least three directors, to be elected from among the members by the general meeting of its members.
The supervisors of a CMO shall be elected from among the members by the general meeting of its members. At least one of the supervisors shall have a domestic domicile.
The terms of a CMO’s directors and supervisors may not exceed four years. Directors and supervisors may be re-elected to consecutive terms. However, the number of persons serving consecutive terms may not exceed two-thirds of the number of directors or supervisors respectively; if the chairman of the board is re-elected, his or her term of office shall not exceed eight years in total.
When a CMO director or supervisor seat becomes vacant, the by-elected successor or replacement shall serve until the term of the original incumbent expires. If the chairman of the board is elected in a by-election, the term of office shall be counted toward the number of years specified in the proviso of the preceding paragraph.
Article 15-1
No person to whom any of the following circumstances applies may serve as a director or supervisor of a CMO; if already serving as such; the person shall ipso facto be dismissed:
1. Having any of the circumstances set out in the subparagraphs of Article 6 apply.
2. Having committed a criminal offence under the Organized Crime Prevention Act and found guilty by a final and irrevocable judgment, where the sentence has not yet been served, or has not been fully served, or five years have not yet passed after serving of the sentence, expiration of the probation period, or pardon.
3. Having committed a criminal offence under the Anti-Corruption Act and found guilty by a final and irrevocable judgment, where the sentence has not yet been served, or has not been fully served, or two years have not yet passed after serving of the sentence, expiration of the probation period, or pardon.
4. Having had a negotiable instrument dishonored and still being within the blacklist period.
5. Having been found guilty by a final and irrevocable judgment of a criminal offense under the Securities and Exchange Act or the Money Laundering Control Act, where the sentence has not yet been served, or has not been fully served, or five years have not yet passed after serving of the sentence, expiration of the probation period, or pardon.
Article 16
Except for the first general meeting of CMO members, which shall be convened by promoters, general meetings of members shall be convened at least once a year by the board of directors.
Unless specially provided in this Act or the articles of organization, a resolution of the general meeting of members shall require a majority of votes cast at a meeting attended by members representing a majority of the total voting rights.
An amendment to the articles of organization shall require at least two thirds of votes cast at a meeting attended by members representing a majority of the total voting rights.
Members shall have equal voting rights, except where the articles of organization provide otherwise.
In respect of the number of members attending a meeting and the number of favorable votes required as provided for in paragraphs 2 and 3 above, if a higher requirement is provided for in the articles of organization, such provision shall apply.
The provisions in Article 57 of the Civil Code shall apply to the dissolution of a CMO.
Article 17
The board of directors shall carry out its functions in accordance with laws, regulations, its articles of organization, and resolutions of the general meeting of members.
In the event that a resolution of the board of directors violates the provision of the preceding paragraph and causes injury to the CMO, directors participating in the resolution shall be jointly and severally liable for damages, provided that any director who has expressed opposition, as confirmed by records or a written statement, shall be exempt from liability.
Article 18
A supervisor shall carry out the following duties:
1.Investigating the operational and financial status of the CMO and auditing its books and documents, either personally or by retaining an attorney or a certified public accountant.
2.Auditing the statements prepared under paragraph 1 of Article 21, either personally or by retaining a certified public accountant, and reporting the inspection results at a general meeting of members.
A supervisor who through neglect of his/her duties causes damage to the CMO shall bear liability for damages.
A supervisor shall not act concurrently as a director, complaint committee member, or staff member of the CMO.
Article 19
If a director of a CMO bargains with the CMO on his/her own behalf or on behalf of another party, a supervisor shall act as the representative of the CMO.
Article 19-1
A CMO shall establish an internal control system with respect to personnel matters, finances, and business, and shall file that system, and any change thereto, with the specialized agency in charge of copyright matters for recordation.
The CMO shall perform the collective management services in a reasonable, prudent, and appropriate manner in accordance with the internal control system under the preceding paragraph. It furthermore shall file an internal control statement with the specialized agency in charge of copyright matters within three months after the close of each fiscal year.
The competent authority will adopt regulations governing the content, applicable scope, operating procedures, and recordation of the internal control system under paragraph 1, the filing of the internal control statement under the preceding paragraph, and other matters for compliance.
Article 20
A CMO shall have a complaint committee to handle disputes between members and the CMO in accordance with its articles of organization. The committee shall have at least five members, who shall be elected by the general meeting of members from among CMO members, impartial members of society, or scholars or experts.
A CMO may stipulate in its articles of organization that any dispute between a member and the CMO shall not be brought up at a general meeting of members until it has been handled by the complaint committee.
A director, supervisor, or staff member of a CMO shall not be a member of its complaint committee.
A complaint committee member shall withdraw voluntarily if he/she has personal interest in a complaint case.
A CMO shall notify the complaining member of the decision made by the complaint committee and the decision shall be carried out by the board of directors. However, the case may be brought up for resolution at a general meeting of members if the complaining member or the board of directors is opposed to the decision rendered by the complaint committee.
Article 21
At the end of each business year, the board of directors shall prepare the following statements and refer them to supervisors for auditing at least thirty days before a general meeting of members is held:
1.A business report.
2. A property list.
3. Financial statements, which shall include the balance sheet, final statement of revenues and expenditures, and cash flow statement.
The financial statements in subparagraph 3 of the preceding paragraph shall be audited and attested by a certified public accountant.
The statements listed in paragraph 1, together with the supervisor's audit report, shall be made available at the principal office of the CMO at least ten days before a general meeting of members is held, and members may at any time inspect and review the same, either by themselves or in the company of any attorneys or certified public accountants retained by them.
Article 22
The board of directors shall submit the statements listed in the preceding Article, together with the supervisor's audit report, for ratification at a general meeting of members. Upon ratification through a resolution of the general meeting of members, directors and supervisors shall be released from liability; this provision does not apply, however, given the commission of any unlawful act by a director or supervisor.
After the business report in subparagraph 1 and the financial statements in subparagraph 3 of paragraph 1 of the preceding article have been ratified by the general meeting of members, the CMO shall publish the status of collection and distribution of the royalties on its website for public inspection.