What rules apply when an unlisted company gathers many pre-IPO investors?

If securities are newly issued (public offering) or already-issued securities are sold (public sale) after soliciting 50 or more investors to acquire them, a securities registration statement must be filed with the Financial Supervisory Service if the amount is KRW 1 billion or more, and small-amount public offering disclosure documents if it is less than KRW 1 billion.

A company with a record of public offerings or sales incurs an obligation to file a registration statement as a deemed public offering even when issuing to fewer than 50 persons unless it takes resale restriction measures, and it is also subject to periodic disclosure such as business reports and to filing major matters reports. The FSS has noted that 57 of the 88 companies sanctioned for disclosure violations in 2025 were unlisted, mostly identified during IPO preparations, and that penalty surcharges or restrictions on issuing securities can disrupt listing schedules.