SOUTH KOREA Law and Practice Contributed by: Bo Hee Park, Minhyun Cho, Ian Kim and Jun Hee Kwon, Jipyong LLC
reported within five business days; however, report - ing is waived if the change involves fewer than 1,000 shares and the transaction value is less than KRW10 million. Stewardship Code and Disclosure of Voting Rights Institutional investors (such as the NPS) participat - ing in the Korea Stewardship Code must disclose detailed information regarding their shareholder activ - ity policies and voting records, aimed at enhancing the corporate value of investee companies. With the 2026 amendment to the Capital Markets Act, disclo - sure obligations for institutional investors have been strengthened, requiring them to disclose not only their voting decisions (for/against) but also the specific rea - soning behind them under reinforced practical guide - lines. Disclosure in Business Reports Listed companies must provide an overview of the largest shareholder in their business reports. If the largest shareholder is a legal entity, the disclosure form is designed to reveal exactly who the majority owner of that entity is, tracing back to the ultimate individual beneficial owner. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements In Korea, periodic financial and business reporting obligations primarily apply to listed companies, which must file annual, semi-annual and quarterly reports under the Capital Markets Act. The same regime also applies, in certain cases, to unlisted issuers, particu - larly where securities have been publicly offered or where the company has a broad investor base. An annual business report must be filed within 90 days after the end of the fiscal year. Semi-annual and quarterly reports must be filed within 45 days after the end of the relevant reporting period. These reports typically cover the company’s financial condition, operating results, business activities and other mate - rial management information, and are made publicly available through DART.
Periodic reporting is only one part of the Korean dis - closure framework. Companies subject to the busi - ness report filing regime must also make ad hoc dis - closure of material events that may have a significant bearing on investment decisions. These include, for example, mergers, demergers, comprehensive share exchanges or transfers, transfers of material assets or businesses and the issuances of debentures. Following the 2025 amendments, a company that newly becomes subject to the business report fil - ing regime, including upon listing, must also file the quarterly or semi-annual report for the immediately preceding period. 5.2 Corporate Governance Arrangement Disclosure For companies subject to the business report filing regime, governance matters are disclosed through periodic reports. The annual business report includes information on the company’s organisational and gov - ernance structure, including directors, statutory audi - tors, audit committees, the composition of the board and board committees, and the attendance and voting records of outside directors. The AOI are also filed as an attachment. These materials are publicly available through DART. Unlisted companies are treated differently. Their AOI are not generally subject to ongoing public disclosure. However, the KCC requires them to be kept at the head office and branch offices, and shareholders and company creditors may inspect or copy them during business hours. Certain basic constitutional matters, such as the company’s purpose, method of public notice and share capital structure, may also be con - firmed through the commercial register. Separately, from 2026, the requirement to publish a corporate governance report, previously applicable only to certain companies, has been expanded to all KOSPI-listed companies under the Korea Exchange rules. The report is prepared on a “comply or explain” basis and addresses key governance matters, includ - ing shareholder rights, board composition and opera - tion, audit bodies and internal control systems. It is intended to provide a more structured and compara - ble account of the company’s governance framework.
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