The Annual General Meeting (AGM) is the central decision-making forum for Korean companies. Through the AGM, shareholders approve financial statements, appoint or reappoint directors and auditors, decide on dividends and receive formal reports on the company’s business performance.

Legal basis under the Korean Commercial Act

  • An ordinary general meeting of shareholders must be held at least once per business year.

    Article 365 (Convocation of General Meetings) (1) An ordinary general meeting of shareholders shall be convened at least once a year at a fixed date. (2) Where a company has determined that the settlement of accounts shall take place more than twice a year, a general meeting of shareholders shall be convened with respect to each of such period for the settlement of accounts. (3) An extraordinary general meeting of shareholders shall be convened from time to time whenever necessary.

  • Shareholders must receive advance notice of the general meeting.

    Article 363 (Convocation Procedure) This Article provides that notice of a general meeting of shareholders shall be given to each shareholder with voting rights a certain number of days before the date of the meeting, and that the notice shall state the time, place and agenda of the meeting. In practice, at least two weeks’ prior notice is given, unless the Articles of Incorporation allow a shorter period as permitted by law.

  • Minutes must be prepared for the general meeting and kept as part of the company’s records.

    Article 373 (Minutes of General Meetings) This Article requires that minutes be prepared for general meetings of shareholders, stating a summary of the course of the meeting, the substance of resolutions and any objections, and that such minutes be signed or sealed by the chairperson and directors present.

  • Articles of incorporation, minutes and key registers must be retained at the principal office and be open to inspection and copying.

    Article 396 (Obligation to Retain and Disclose Articles of Incorporation, etc.) (1) Directors shall retain the articles of incorporation and the minutes of the general meeting of shareholders at the principal office and each branch office, and shall retain the register of shareholders and the bond register at the principal office. In such cases, if there is a transfer agent, the register of shareholders or the bond register or duplicates thereof may be retained at the business office of the transfer agent. (2) Any shareholder or creditor of a company may request, at any time during its business hours, the company to inspect or copy documents prescribed in paragraph (1).

  • Certain failures relating to registration, notice, inspection and record-keeping are subject to administrative fines.

    Article 635 (Acts Subject to Administrative Fines) (1) If a director, auditor or other specified person has committed any of the following acts, he/she shall be subject to an administrative fine not exceeding five million won, unless a criminal penalty is imposed: 1. In cases of being negligent in making registration prescribed in this Part; 2. In cases of being negligent in giving any public notice or notification prescribed in this Part or making wrongful public notice or notification; 4. In cases of refusing to permit the inspection or copying of documents or to issue a transcript or an abstract thereof in contravention of this Part, without good cause; 7. In cases of failure to effect entry of a change of holders in the register of shareholders, without good cause; 8. In cases of being negligent in taking procedures for the appointment of directors and auditors, if the remaining directors or auditors in office become fewer than the minimum number prescribed in the Acts or in the articles of incorporation; 24. In cases of failure to keep books or documents in contravention of Articles 287-34 (1), 396 (1), 448 (1), 510 (2), 522-2 (1), 527-6 (1), 530-7, 534 (3), 542 (2), 566 (1), 579-3, 603 or 613.

Is an AGM and minute book mandatory?

Yes. For Korean companies, convening an ordinary general meeting of shareholders at least once per business year and preparing proper minutes in accordance with Article 373 is mandatory under the Korean Commercial Act. Failure to hold the AGM properly or to maintain accurate minutes and related documents at the principal office may expose responsible officers to administrative fines under Article 635 and may create uncertainty about the validity of shareholder resolutions.

Timing and agenda in practice

In practice, most companies hold their AGM within a few months after the end of the fiscal year so that financial statements and the business report can be approved in a timely manner. Typical AGM agendas include approval of financial statements, approval of the business report, appointment or reappointment of directors and auditors, decisions on dividends and other matters that require shareholder approval under the Korean Commercial Act or the Articles of Incorporation.

Minute book requirements

Under Article 373, AGM minutes must include at least a summary of the proceedings, the substance of each resolution and the essence of any dissenting opinions. The minutes must bear the names and seals or signatures of the chairperson and directors present. These minutes are kept at the principal office and form part of the company’s permanent corporate records. Many companies maintain a dedicated minute book that compiles the minutes of all ordinary and extraordinary general meetings of shareholders.

Common issues for foreign-owned companies

  • AGMs not convened within a reasonable time after year end, creating a gap between closing and formal approval of financial statements.
  • Minutes written too briefly, without clearly recording key resolutions or dissenting opinions, making later reviews or due diligence more difficult.
  • Reappointment of directors or approval of financial statements not properly documented, even though the decisions were taken in practice.
  • Original minutes kept outside Korea or only in English, rather than being maintained at the principal office in a form that satisfies local expectations.

How KOISRA UP can help

KOISRA UP designs AGM calendars aligned with your fiscal year, prepares bilingual notices, agendas and draft resolutions and drafts minutes that reflect the requirements of the Korean Commercial Act. Our team also handles safe keeping and indexing of the AGM minute book at the principal office so that records are organised and ready for inspection by shareholders, auditors and regulators.

This article is part of KOISRA UP’s Corporate Secretarial & Governance Services series. To learn more about our practical support for AGMs and minute books in Korea, please visit our Corporate Secretarial & Governance Services in Korea page.