The South Korea Financial Services Commission has advanced amendments to the Capital Markets Act Enforcement Decree and disclosure rules to simplify fundraising for small and medium-sized enterprises and venture companies. The package raises the small offering threshold from under KRW 1 billion to under KRW 3 billion, allowing eligible issuers to use simplified small-offering disclosure instead of a full securities registration statement. It also relaxes public offering rules for certain venture capital funds by excluding them from the calculation of the 50 or more offerees threshold that triggers public offering disclosure obligations. Under the revised small offering regime, issuers can use shorter disclosure documents and avoid the separate acceptance process that applies to securities registration statements. At the same time, disclosure forms for small offerings will be revised so investment risks are shown more clearly. Fractional investment securities structured as non-monetary trust beneficiary certificates will remain subject to securities registration statement requirements even for offerings below KRW 3 billion, reflecting their early-stage and non-standard features. On the venture capital side, the exclusion applies to specified VC funds such as venture investment associations and new technology business investment associations, whose general partners are considered to have sufficient expertise. Previously, general investors participating in those partnership-type funds were all counted individually, which could cause venture companies to breach public offering rules unintentionally. Personal investment associations and civil law partnerships are not included in the exclusion. The Enforcement Decree amendment was approved by the Cabinet and, together with the amendment to the Rules on Issuance and Disclosure of Securities, is scheduled to be promulgated or notified next week, tentatively on July 28, and to take effect immediately.
South Korea Financial Services Commission2026-07-21
South Korea Financial Services Commission eases SME and venture fundraising rules, raises small offering threshold to KRW 3 billion and excludes VC funds from the 50 investor public offering count
The South Korea Financial Services Commission is easing fundraising rules for SMEs and venture companies by raising the small offering threshold from under KRW 1 billion to under KRW 3 billion and by excluding certain VC funds from the 50-investor public offering count. That should reduce use of full securities registration statements for eligible offerings and lower the risk that venture funding rounds inadvertently trigger public offering disclosure rules. Both changes are scheduled to take effect immediately after promulgation or notification next week, tentatively on July 28.