Year-end governance in Korea is built around a structured timeline: preparation of financial statements and the business report, board approval, audit, ordinary general meeting of shareholders (AGM) and subsequent filings or disclosures. Managing these deadlines is a core corporate secretarial obligation.

Legal basis under the Korean Commercial Act and related law

  • Directors must prepare financial statements for each settlement period.

    Article 447 (Financial Statements) provides that, at each period for the settlement of accounts, directors shall prepare financial statements (including balance sheet, income statement and other prescribed statements and notes) in accordance with applicable accounting standards.

  • Directors must also prepare a business report and obtain board approval.

    Article 447-2 (Preparation of Business Report) (1) Directors shall prepare, at each period for the settlement of accounts, a business report and shall obtain approval therefor from the board of directors. (2) The business report shall faithfully describe the company’s business and financial position as prescribed by Presidential Decree.

  • Financial statements and the business report must be submitted to the auditor before the AGM.

    Article 447-3 (Submission to Auditor) requires that, after the board of directors approves the financial statements and the business report, they be submitted to the statutory auditor (or audit committee) not later than six weeks before the date set for the ordinary general meeting of shareholders.

  • The auditor must examine the financial statements and business report and report to the board and AGM.

    Article 447-4 (Audit Report) provides that the auditor shall examine the financial statements and business report and submit an audit report to the board of directors within a prescribed period before the AGM. Under the External Audit Act, external auditors must generally submit their audit report to the board no later than one week before the ordinary general meeting.

  • An ordinary general meeting of shareholders must be held at least once per 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. This is the meeting where financial statements and the business report are approved and key governance decisions (such as appointment of directors and auditors) are made.

Is a year-end governance calendar mandatory?

The law does not use the phrase “year-end governance calendar”, but the underlying obligations are mandatory: directors must prepare financial statements and a business report, obtain board approval, submit them to the auditor within the statutory period, receive the audit report and convene an ordinary general meeting each year to approve the accounts. In practice, companies must build an internal timeline backward from the target AGM date to ensure they meet each legal deadline.

Typical Korean year-end governance timeline

For a company with a 31 December year-end, a typical timeline is:

  • By late February: Completion of draft financial statements and business report by management and accounting team.
  • Late February to early March: Board of directors meeting to approve financial statements and business report in accordance with Articles 447 and 447-2, followed by submission to the statutory auditor at least six weeks before the AGM.
  • March: Audit procedures by statutory auditor and, where applicable, external auditor under the External Audit Act.
  • At least two weeks before AGM: Notice of convocation of the ordinary general meeting sent to shareholders in accordance with Article 363, attaching or referring to financial statements and business report as required.
  • Late March: Ordinary general meeting to approve financial statements, business report, dividends and director (re-)appointments.
  • After AGM: Public notice of approved balance sheet where required, regulatory filings and commercial registry updates for director changes.

Common issues for foreign-owned companies

  • Underestimating the lead time required to prepare Korean GAAP or K-IFRS financial statements and the business report, especially where group reporting is on a different standard or timeline.
  • Scheduling the board meeting too late, leaving insufficient time to submit documents to the auditor six weeks before the AGM.
  • AGM notices issued without aligning content and timing with Commercial Act requirements or with the Articles of Incorporation.
  • External audit schedules not fully integrated with statutory deadlines, creating pressure just before the AGM.

How KOISRA UP can help

KOISRA UP works with clients to design realistic year-end governance calendars that integrate Korean statutory deadlines, external audit requirements and group reporting needs. We help coordinate board meetings and AGM dates, prepare bilingual notices and resolutions, and work closely with Korean CPAs, lawyers and judicial scriveners to ensure that financial statements, business reports, audit processes and shareholder approvals are completed on time and in full compliance with Korean law.

This article is part of KOISRA UP’s Corporate Secretarial & Governance Services series. To learn more about our support for year-end governance and AGM timeline control in Korea, please visit our Corporate Secretarial & Governance Services in Korea page.