SOUTH KOREA Law and Practice Contributed by: Hyeon-Deog Cho, Yeong-Ik Jeon, Ji-won Lim and Hakbum Ahn, Kim & Chang
Meanwhile, a joint stock company may convene an extraordinary general meeting (EGM) of the sharehold- ers from time to time as necessary. There is no statu- tory obligation to convene an EGM meeting at any certain interval, and it is possible that an EGM may not be convened if there is no particular agenda to be resolved. A notice of convocation must be sent to each share- holder at least two weeks prior to the date of an AGM or an EGM (or ten days in the case of a joint stock company with paid-in capital less than KRW1 billion). A shorter notice period can be applied with the con- sent of all shareholders. 2.2 Notice of Shareholders’ Meetings The notice of convocation of a general meeting of the shareholders should state the date, time, place and agenda of the meeting, and if the agenda includes any significant corporate matter such as an amendment to the AOI, a capital reduction or a merger, the key terms of the agenda should also be stated in the notice of convocation. Such notice does not have to be sent to those share- holders who have waived the notice requirement. Therefore, it is generally interpreted that, with the consent of all shareholders, a general meeting of the shareholders may be convened without the notice procedure. Additionally, in lieu of delivering a notice of convoca- tion to shareholders holding no more than 1% of the total number of issued and outstanding voting shares, a listed company may give a public notice of convoca- tion of the general meeting of the shareholders in two or more daily newspapers or on the Data Analysis, Retrieval and Transfer System (commonly known as DART), as prescribed in the AOI. 2.3 Procedure and Criteria for Calling a General Meeting In principle, the board of directors has the authority to call a general meeting of the shareholders. An auditor or the audit committee may also request the convo- cation of an EGM of the shareholders by submitting a written statement of the meeting agenda and the reason for convocation to the board of directors.
Shareholders with at least 3% of the total issued and outstanding shares may request the board to convene an EGM of the shareholders. For listed companies, shareholders with at least 1.5% of the total issued and outstanding shares for six consecutive months may also exercise such convocation rights. In this case, such shareholders should submit a written statement of the meeting agenda and the reason for convoca- tion to the board of directors. If the board of directors fails to convene a general meeting after receipt of the foregoing request, the same shareholders may directly convene a meeting with the court’s permission. 2.4 Information and Documents Relating to the Meeting All shareholders are entitled to receive a notice of the convocation of a general meeting and to ask ques- tions about or participate in a discussion on whether to approve the agenda in the course of exercising their voting rights at the meeting. Shareholders may also request access to or receive copies of the shareholders’ register, the AOI, the min- utes of general meetings and other documents kept at the head office of the company. 2.5 Format of Meeting Under the KCC, a shareholder may attend a general meeting of shareholders in person or through a proxy who has been duly authorised to exercise the share- holder’s voting rights. In any case, a general meeting should be held at a physical location, as the KCC does not recognise a general meeting in which all attendees are present online. Notwithstanding the general rule above, pursuant to the amendment to the KCC promulgated on 22 July 2025 (the “2025 KCC Amendment”), beginning from 1 January 2027, listed companies will be permitted to hold virtual general meetings of shareholders concur- rently with physical meetings by a resolution of the board of directors, unless otherwise required under the company’s AOI. In such cases, shareholders will be able to attend a general meeting either by appear- ing in person at the physical venue or by participating via electronic means of communication.
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