The Signature Without a Guarantee

Baek Narin received the guarantee document not at a bank counter but in a conference room.

The bank officer set the paper in the middle of the table and said, "To review a separate lease structure, we need the CEO's personal guarantee. It's a condition that ties together both the existing equipment and the new lease payments."

Narin looked at the signature line at the bottom of the page. Below it were confirmation boxes tied to personal real estate and family assets. It was a way of putting the family's house and her own equity on the same line, just because the company was struggling.

"I won't provide a personal guarantee."

The bank officer looked up. "Then we can stop the creditor review as well."

"You can stop it."

Her reply didn't come right away. Her fingernail moved to align the corner of the document, then stopped. Before, that gesture used to buy her time to explain. Today, if she explained too long, she felt she'd end up pulling out the family assets after all.

"Instead, I'll submit a proposal limiting the CEO's authority."

The officer asked, "What kind of limits?"

Hyerin laid out the draft. Equipment disposal and collateral provision could not proceed without confirmation of accounting facts, confirmation of on site function, review by affected workers, and a review of creditor notification standards. Sales revenue would only come into the operating account, and expenditures would require dual signatures. The CEO could still handle customer explanations and schedule adjustments, but could not move assets or cash alone.

"That's weaker than a guarantee," the officer said.

"A guarantee ties up the CEO's personal property," Narin said. "This makes sure the company can't secretly tie up people and equipment again."

"From the bank's standpoint, recovery becomes uncertain."

"I won't be passing that uncertainty on to my family."

Taegyeong didn't take lightly the situation that had brought her to say this. Refusing a personal guarantee didn't mean she was giving up responsibility. But to change the form that responsibility took, she actually had to give up equity and authority.

Narin turned to the next page. Under the separate lease structure, the CEO's equity would not carry priority voting rights, and she would have no consent right over equipment disposal or new debt. Spending from the operating account would only be possible after dual confirmation from Hyerin and the site manager.

"So this is a structure where I stay CEO but I'm not really the CEO."

"The CEO title can remain as is," Hyerin said. "But the title won't automatically generate approval authority."

Narin didn't stamp the document. Instead, she drew a diagonal line through the section on her own equity.

"I won't use the new structure's equity under my name as collateral. Or the operating authority either."

The bank officer asked, "Then why hold the equity at all?"

"Because the responsibility for cleaning up the losses the company caused stays with me. But I won't use that responsibility to put someone else up as collateral."

Jiseok stood holding the site board. To him, equity and guarantees might have sounded like distant words. But if the operating account got frozen, worker wages and material costs would be the first things to shake. He pointed to the dual signature clause in the draft.

"Whose name confirms the site side?"

"A site manager recommended by the people doing the work," Hyerin said. "It's not automatically you, Jiseok."

Jiseok didn't nod. "It shouldn't be automatic."

He looked at the board's blank space marked for the new structure's explanation. Not a single magnet had moved yet. Even if a separate leasing entity got formed, if there was no one to work there, the control department and accounts would only move on paper.

The bank officer folded up the guarantee document. "Without a personal guarantee, the interest rate could go up, and a larger security deposit might be required too."

Narin said, "Put that condition on the same loss sheet."

"That's unfavorable to you as CEO."

"Still better than having priorities change without my knowing."

Her past self wouldn't have believed this sentence. Putting unfavorable terms on the sheet wasn't the job of someone protecting a brand. But she'd tried to tie equipment to personal debt in the name of protecting the brand, and now she couldn't push family assets into the same trap.

Taegyeong made a new line on the loss sheet. Personal guarantee declined. CEO equity and operating authority restriction proposal. Interest rate and deposit terms unconfirmed. None of these three lines were good news. But he didn't hide one and dress up another as a promise.

The worker representative asked from the conference room doorway, "If the operating account gets set up, does our pay come in first?"

Hyerin answered, "If we make a deposit only account, you can see where the revenue comes in. But wage priority has to be set separately in the contract and the loss sheet."

"So the account gets made but the money could still go somewhere else."

"That's why spending requires two people to confirm."

Narin added to that. "So I can't move it out alone."

The worker representative wasn't reassured right away. "Do those two people explain it to us?"

"On the same sheet," Hyerin said.

The bank officer opened the document again and marked the personal guarantee section as pending. The review itself didn't stop. Instead the bank asked again for the authority restriction proposal, the operating account procedures, and the equipment function table.

Narin looked at her hand, which hadn't signed the guarantee. That hand could still hold the company seal, but under the new structure, that seal alone would no longer be able to move money, equipment, or people.

"If I accept this, am I losing the company?" she asked.

Taegyeong didn't answer right away. What she was losing wasn't the whole company, but the way of representing the whole company by herself. But that didn't make her loss smaller.

"If this structure starts now, you'll hold less authority than the company itself," he said. "In exchange, no one else will be able to move people or equipment behind your back either."

After a long pause, Narin said, "No guarantee. I'll submit to review on the authority restriction proposal."

The bank officer wrote that sentence into the meeting minutes. It was neither approval nor rejection. It was simply a record that negotiations had begun to reduce the CEO's authority without putting personal assets up as collateral.

When the meeting ended, Hyerin brought out the operating account application and the dual signature draft. The account hadn't opened yet, and the signatories hadn't been decided. That blank space wasn't today's victory, it was a spot to record who needed to confirm what for the next payment.

Narin stayed behind in the conference room and opened the copy of the bank guarantee document again. The line refusing the personal guarantee was short, but below it remained the possibility of a higher deposit and an adjusted interest rate. She hesitated for a moment over whether to record that loss on her personal sheet or the company's loss sheet.

Taegyeong said, "Record the cost of refusing the guarantee on the loss sheet as a condition of the company structure. Keep the family assets and personal repayment plan on the personal sheet."

"And if the two meet again?"

"We notify people the moment they do."

Narin heard that and picked up her pen. "Possible change in financing terms due to refusal of personal guarantee." Beside it she wrote, "Separated from company asset collateral." Since there were no numbers yet, today's loss sheet gained one more unconfirmed line.

"If we just keep adding unconfirmed lines like this, who's going to trust us?" she asked.

"Better than pretending things are confirmed," Taegyeong said.

"That's always the better line. But the company is getting worse right now."

Taegyeong didn't argue back. They'd lost the foil order, parts costs were rising, and refusing the personal guarantee could worsen the financing terms too. Separating the facts didn't conjure up cash.

Jiseok stuck a new note on the site board. "Wage priority unconfirmed pending operating account explanation." The workers read that sentence in front of the board.

One worker said, "So even with the new account, money doesn't come in first."

"Right," Jiseok said. "That's why we're asking and writing it down now."

"When do we decide?"

"After the explanation, once terms come out."

The worker didn't move his magnet. Whether to hear the new corporation's explanation, stay with the existing company, or prepare for training, all of it was undecided. Jiseok looked at that blank and said to the shift supervisor.

"Let's build tomorrow's work schedule based only on today's orders. Don't fill people's hours based on expectations for the new structure."

The shift supervisor nodded. "That means less work."

"Then write down that it's less."

Hyerin deleted two things from the operating account draft. An emergency spending exception for the CEO alone, and a spending exception for the site manager alone. Both clauses had gone in under the reasoning that speed mattered during a crisis. But if either allowed money to go out based on one person's judgment alone, the new account would be no different from the old one.

"So what if it's truly urgent?" Narin asked.

"We record the reason, the amount, and the time of the two confirmers," Hyerin said. "If both aren't available at once, it holds, and we put that cost on the loss sheet too."

"What if materials run out in the meantime?"

"Then we have to explain on the same sheet who can't get materials."

Narin now understood that the system was making the company slower. She also knew how far the exhibition presale and the equipment contract, which had been processed quickly before, had actually gotten.

Before leaving, the bank officer left one sentence. "Once the operating account and authority restrictions are confirmed on paper, we'll review again, even without a personal guarantee."

That wasn't a promise. The review might not pass, and the deposit might grow larger. Narin put the business card in her bag and said,

"Then put the review conditions on the same sheet too. So the bank isn't the only one who sees them first."

The officer didn't answer right away. But the meeting minutes recorded: "Bank review conditions: operating account, dual signature, restriction on CEO's sole disposal authority, no personal guarantee."

Taegyeong looked at that line and thought of his own diagnostic fee payment record. Having received the first payment didn't give him the right to demand ahead of anyone else. Once the new account opened, the diagnostic fee too would need its place decided on some line.

"I'll keep my fee outside the operating account's priority as well," he said.

Narin looked at him. "Then why are you still here?"

"Because the scope of the contract remains. But I won't stand ahead of wages and safety parts."

Jiseok heard that and wrote on one side of the board, "Outside consultant fee: to be negotiated separately." The writing was small, but it was a mark that no one's cost would be hidden.

Around sunset, the confirmation from the plain packaging customer arrived. The order was small and the unit price low, but the cancellation terms and delivery scope were clear. Only then did the accounting officer put part of the deposit into the confirmed cash column.

Narin watched the number change. Even on a day when she refused a personal guarantee and gave up authority, one small order could still come in. But that money was neither a reward for approving the new corporation nor proof that the foil line was reopening.

At the bottom of the cash sheet, she wrote, "Draft for dual expenditure confirmation before opening the operating account." Nothing had opened yet, and because of that, no one could grip that account like a key.