Ministry of Justice Announces Legislation to Mandate e-GMS for Listed Companies with Over 2 Trillion Won in Assets

201 KOSPI and 9 KOSDAQ Companies to Be Subject to New Requirement as of Last Year

The institutional foundation has been established to make electronic general meetings of shareholders (e-GMS) mandatory for large listed companies, enabling shareholders to exercise their rights without time or distance constraints.

Ministry of Justice building in Gwacheon, Gyeonggi Province. Photo by Yonhap News

On May 28, the Ministry of Justice announced that it had issued a legislative notice for the amendment to the Enforcement Decree of the Commercial Act, which stipulates detailed procedures for e-GMS. The mandatory e-GMS requirement applies to listed companies whose total assets exceed 2 trillion won at the end of the most recent fiscal year. Based on the end of last year, this includes 201 companies listed on the KOSPI and 9 companies listed on the KOSDAQ, totaling 210 listed companies. These companies are required to have the personnel and physical infrastructure necessary to hold and operate e-GMS via the internet, as well as to comply with specific standards and procedures for convening and conducting such meetings.

The amendment also includes detailed regulations for smooth operation. To ensure sufficient simultaneous connection lines and server management, companies may permit electronic attendance only for shareholders who register in advance. They may also set limits on the number and duration of shareholder questions and statements. To attend an e-GMS, shareholders must verify their identity in accordance with the Electronic Signature Act and related laws. However, for shareholders residing overseas who may have difficulty using electronic signatures, the company may allow attendance by entering a shareholder identification number and password provided by the company.

The Ministry of Justice plans to collaborate with the Korea Securities Depository, which will be responsible for managing e-GMS operations, to hold a mock e-GMS in the second half of 2026 as part of its preparations, with the goal of implementing the system without delay from January 1, 2027.

Minister of Justice Jeong Seong-ho stated, "The introduction of e-GMS has created an environment where domestic and foreign shareholders can exercise their rights without the barriers of distance and time," adding, "We will continue efforts to enhance shareholder participation and accessibility so that companies and shareholders can communicate more closely."

Meanwhile, the amendment also includes provisions aimed at improving corporate governance and enhancing public convenience. First, the official designation for 'outside director' in listed companies will be changed to 'independent director' in the Enforcement Decree. In addition, a new regulation prohibits the issuance of bonds that can be exchanged or redeemed for treasury shares. It will also become possible for dormant companies to file business reports electronically, whereas previously this was allowed only in written form.

This content was produced with the assistance of AI translation services.