How to Read Korea’s Corporate Disclosure System

Key Takeaways

• Two different institutions run Korea’s disclosure system, and they’re not interchangeable. The Financial Supervisory Service (FSS—Korea’s financial regulator) operates DART, the securities-law filing system. The Korea Exchange (KRX) operates KIND, its own disclosure viewer. A single filing often satisfies both a securities-law obligation and an exchange-rule obligation. That’s why the same document tends to show up in both places.
• A 5% stake in a KRX-listed company triggers a reporting duty on the holder, not on the holder’s broker. Under Financial Investment Services and Capital Markets Act (FSCMA) Article 147, crossing 5% ownership requires a filing. So does any subsequent 1% change. The deadline depends on why you’re holding the stock—passive, rights-only holders get a looser calendar for follow-up reports than anyone pursuing management influence.
• Korea introduced a 30-day advance-warning rule for insider trades in 2024. Officers and major shareholders whose trades reach 1% of shares or ₩5 billion, either one, have to disclose the trade’s purpose, price, volume, and timing at least 30 days before the planned trading period starts. That sits on top of a pre-existing six-month short-swing profit clawback.
• English-language disclosure for KOSPI companies is rolling out in three dated phases, and the second one is already live. Phase 1 (January 2024) covered a narrow slice of very large, foreign-owned issuers. Phase 2 (May 1, 2026) expanded the pool to every KOSPI company with ₩2 trillion or more in assets, and more than doubled the required disclosure items, from 26 to 55. Phase 3 was originally set for May 2028. In January 2026 the FSC said it would seek to start it in March 2027 instead.
• This is a map, not a manual. Short-position disclosure and Korea’s Value-Up filings both run through this same system. They’re described briefly here and covered in full elsewhere on this site. Future pieces in this hub will go deep on individual filing types.

Contents

1. DART vs. KIND: what lives where
2. Periodic reports vs. timely disclosure
3. The fair-disclosure rule
4. 5% large-holding reports: thresholds, deadlines, and who has to file
5. Insider trading, short-swing profits, and ownership reports
6. The English-disclosure mandate: three phases, one already underway
7. Where short selling and value-up filings fit
8. Where foreign readers slip
9. Frequently asked questions

A note on currency: figures below are asset thresholds and reporting minimums, not transaction sizes, so most stay in won. Where a dollar figure appears, the conversion uses $1 = ₩1,355, an approximate mid-market rate from XE.com as of September 26, 2026. Treat it as a dated snapshot, not a live quote.

1. DART vs. KIND: what lives where

Almost everything below runs through one or both of two systems.

DART (Data Analysis, Retrieval, and Transfer System) is the FSS’s electronic filing platform. Every listed company’s securities-law disclosures land here first—annual and quarterly reports, material event reports, and ownership filings. It’s the closest thing Korea has to a single front door for corporate disclosure, and it’s run by the regulator, not the exchange. The FSS also runs an English-language mirror and Open DART, a free API that returns structured filing data.

KIND (Korea Investor’s Network for Disclosure) is KRX’s own system. It carries the exchange’s timely-disclosure filings—the ad hoc announcements KRX’s own listing rules require, independent of what securities law demands. A filing that satisfies both a DART-side securities-law obligation and a KIND-side exchange obligation typically gets forwarded from one system to the other. You’ll often see an identical document sitting on both. That isn’t duplication. It’s one filing doing two jobs, because it answers to two separate legal regimes at once: the FSCMA on one side and KRX’s own disclosure regulation on the other.

The exchange’s authority to write its own disclosure rules comes from FSCMA Article 391. It requires an exchange to prescribe disclosure regulations for listed companies, and it lets the exchange write separate regulations for each market it runs. That’s why KOSPI and KOSDAQ each have their own disclosure regulation. It’s also why KRX can add obligations, such as timely disclosure and fair disclosure, that don’t appear in the securities-law text itself. A map like this one needs the shape of the system rather than the regulations line by line.

A filing-by-filing walkthrough of DART belongs in a companion piece. This section places DART inside the larger structure. Gaps and delays in what this pipeline surfaces, such as filings that arrive late or read thinner than a comparable disclosure elsewhere, feed long-running arguments about a Korea discount in valuations.

2. Periodic reports vs. timely disclosure

Korean disclosure splits into two clocks. One runs on the calendar. The other runs on events.

Calendar-driven periodic reports come straight from the FSCMA. Annual business reports are due 90 days after fiscal year-end. Semi-annual and quarterly reports are due 45 days after each period closes, per Baker McKenzie’s summary of the FSCMA’s periodic-reporting articles. For a company with a December fiscal year-end, a full-year report doesn’t land until roughly the end of March. That’s three months after the year it describes ended. Anything you read before that filing lands is a provisional number, a press release, or an early voluntary disclosure standing in for the audited figure.

The annual report’s contents keep growing, too. Under an Enforcement Decree amendment the Cabinet approved on June 23, 2026, which took effect on June 30, 2026, every listed company that holds any treasury shares has to report its holdings and its plans to dispose of or cancel them, then report on how those plans were carried out, per the FSC’s announcement. Before that, the requirement only reached companies holding 1% or more of their own shares.

Event-driven timely disclosure doesn’t wait for a calendar date. It fires when something happens: a material contract, an asset sale, a change in the largest shareholder, or a swing in results large enough to move the stock. KRX’s own disclosure regulation sets these triggers. The submission window is short—generally the same day or the next day, depending on which item on KRX’s list got tripped. Two overlapping obligations frequently apply to the same event. One is a securities-law “material fact report” under FSCMA Article 161, generally due by the day after the event. The other is an exchange of timely disclosure under KRX’s rules. That’s part of why the identical document often appears on DART and KIND at the same time.

For a foreign investor, a periodic report tells you what a company’s regulated numbers looked like as of a fixed date, already stale by the time you see it. A timely disclosure tells you something happened on a much tighter clock, without necessarily including a full financial picture. Neither substitutes for the other. Treating a timely disclosure as a periodic report’s replacement, or the reverse, is how a reader misjudges how current a piece of information is.

3. The fair-disclosure rule

Fair disclosure answers a narrower question: what happens when a company wants to tell an analyst or a big institutional holder something before the rest of the market hears it?

Under KRX’s own market disclosure regulation, a listed company that plans to give material, not-yet-public information to institutional investors, analysts, or other designated recipients has to disclose that same information to the whole market first. The company doesn’t get to brief a research desk on Tuesday and file the public version on Thursday. If the information is material and hasn’t been disclosed yet, the public filing is supposed to come first.

This is Korea’s answer to the same selective-disclosure problem Regulation FD addresses in the United States. The logic is the same: a company that leaks decision-useful information to a favored few, ahead of everyone else, has effectively let those few trade on it first. The KRX rule closes that gap by putting the public filing ahead of the private briefing, rather than trusting either side of the conversation to behave.

What this doesn’t cover is the DART/KIND split from §1. Fair disclosure is a KRX-side rule, filed as its own disclosure category, distinct from the periodic and event-driven filings above.

4. 5% large-holding reports: thresholds, deadlines, and who has to file

This is the rule most foreign institutional investors run into first, because it applies the moment a position gets large enough to matter.

The basic trigger. Under FSCMA Article 147, anyone who comes to hold 5% or more of a listed company’s shares—counting related and jointly-acting parties together—has to file a report with the Financial Services Commission (FSC) and KRX. The FSC’s own overview traces the rule back to 1992. Once you’ve crossed that line, any subsequent 1% change in your combined stake triggers a follow-up report. So does any change in your stated purpose for holding.

It isn’t one deadline. It depends on intent. A 2020 enforcement-decree amendment split the non-control purpose in two, leaving three purpose categories. The “days” here exclude weekends and public holidays, so they work as business days. For an ordinary investor, the first report after crossing 5% is due within five business days in every category, per the FSS’s own filing guide. The categories differ mainly in how fast later changes have to be reported:

• Management-influence purpose—you’re holding the stake with intent to influence how the company is run. This gets the tightest clock: five business days, for the first report and for every change.
• General-investment purpose — active shareholder engagement (say, a proposal on dividends or executive pay) that stops short of seeking management influence. Changes are due within ten business days for an ordinary investor. For an eligible professional investor, they’re due by the 10th of the month after the change.
• Simple-investment purpose — exercising only the rights every shareholder already has by law (voting, dividends), with no broader engagement intent. This gets the lightest load. Changes are due by the 10th of the month after the change for an ordinary investor. For an eligible professional investor, they’re due by the 10th of the month after the quarter ends.

“Eligible professional investor” is a narrow group defined in Article 154 of the FSCMA Enforcement Decree: the state, local governments, the Bank of Korea, and bodies the FSC designates, such as public pension funds. For that group, the relaxed dates cover the first report too. A foreign asset manager shouldn’t assume it qualifies. That three-way split exists to lower the compliance burden on holders whose 5%-plus stake reflects portfolio weight rather than a bid for control. A holder in the eligible group that never intends to influence management can run on the quarter-plus-ten-days cadence instead of the five-day one. Its filings and conduct have to match a simple-investment purpose for that to hold up.

The purpose line gets clarified from time to time. On March 6, 2026, the FSC issued a legal interpretation saying that an institution asking a company to cancel treasury shares, or to carry out a shareholder-approved treasury-share plan, isn’t acting with management-influence purpose, per the FSC’s release. It was an interpretation, and the rule itself didn’t change.

Ten percent changes the picture again. Once a holder’s stake reaches 10%, FSCMA Article 9 classifies that investor as a “major shareholder” in its own right. Clearstream’s market-coverage note confirms that status triggers the separate ownership-reporting duty covered in §5, on top of whatever purpose-based 5%-rule filing already applies.

The obligation sits with the holder, not the custodian. This is the detail foreign institutions most often get wrong. A global asset manager that crosses 5% in a Korean-listed name is the reporting party, in its own name. Its Korean custodian bank and its executing broker aren’t the ones on the hook. In practice, most foreign holders route the actual paperwork through a Korean-licensed agent — but the legal obligation, and the exposure for missing it, belongs to whoever crossed the threshold. Assuming a custodian handles this the way some other markets’ settlement infrastructure might is a specifically Korean trap. This site’s piece on reading a 5% large-holding report walks through the filing itself.

5. Insider trading, short-swing profits, and ownership reports

Three separate obligations sit under this heading. Conflating them is easy, because they all target the same population — officers, directors, and major shareholders — without being the same rule.

Ownership reports (Article 173). Once someone becomes an officer or a major shareholder of a listed company, they have to report their own share ownership, and any subsequent changes, to the Securities and Futures Commission (a body inside the FSC) and KRX within five business days of the triggering event. This runs independently of the 5%-rule filings in §4. It is tied to insider status itself, not to a stake crossing a percentage threshold.

Short-swing profit disgorgement (Article 172). If an officer, a major shareholder, or an employee in a position to access inside information buys and sells, or sells and buys, the company’s own securities within a six-month window and comes out ahead, the company can claim that profit back. It doesn’t matter whether any actual inside information was involved. Lexology’s spotlight on Korean securities enforcement describes it as strict and mechanical: only the timing and direction of the trades matter. Intent is irrelevant.

Advance trade disclosure (Article 173-3, in force since July 24, 2024). This is the newest piece, and the one most likely to be missing from older material. Officers and major shareholders — anyone holding 10% or more, or otherwise exercising real influence over management — now have to disclose planned trades before executing them, once the trading reaches a size threshold. The test counts trades over the prior six months and the planned trading period together. A trade is exempt only if that total stays below both 1% of issued shares and ₩5 billion (roughly $3.7 million). Reaching either one triggers the duty, per the FSC’s announcement of the final rule. The disclosure covers purpose, price, volume, and trading window. It has to be filed at least 30 days before the planned trading period starts (the FSS dates that start by the first scheduled settlement) and is made public, per Kim & Chang’s summary of the final rule and Lexology’s coverage of the same amendment. The trades then have to be completed within 30 days of the planned start. Pension funds, investment funds including private equity funds, banks, insurers, and foreign investors equivalent to those domestic financial investors are carved out. So are certain transaction types listed in Article 200-3 of the Enforcement Decree, such as inheritance, share dividends, acquisitions through a tender offer, share sales that change the largest shareholder, and share movements from mergers or splits. This site’s piece on insider advance-trade disclosure covers how to read those filings.

Article 174 is the backstop underneath all three: the long-standing general prohibition on trading using material nonpublic information, which predates the advance-disclosure rule by many years. A flat insider-trading ban is hard to enforce on its own. A mechanical profit clawback and a mandatory advance warning both reduce how much a regulator has to prove after the fact about what someone knew, and when.

For a foreign investor doing diligence on a chaebol-controlled company, these three rules interact with a governance structure this site has covered at length. See this site’s piece on chaebol governance for how controlling-family influence shapes the incentives these disclosure rules are trying to police.

6. The English-disclosure mandate: three phases, one already underway

Korean-language filing has been the default for essentially every disclosure category above. That’s changing, on a schedule the FSC has spelled out in three numbered phases.

Phase 1 — January 2024. The mandate started narrow: KOSPI companies with ₩10 trillion (about $7.4 billion) or more in total assets and at least 5% foreign ownership, or companies with ₩2 trillion (about $1.5 billion) or more in assets and at least 30% foreign ownership, per the Korea Times’ reporting at the time. That combination of size and foreign-ownership tests covered 26 disclosure items. English versions were due within three business days of the original Korean filing.

Phase 2 — May 1, 2026, the phase now in force. This is the phase in effect as of October 2, 2026, confirmed in the FSC’s own English-language press release. It drops the foreign-ownership test entirely and covers every KOSPI company with ₩2 trillion or more in total assets, 265 companies as of the end of 2024. It also multiplies the scope of what has to be translated, from 26 items to 55, covering essentially the whole of KRX’s material-information disclosure list, plus fair-disclosure filings and inquired disclosures. The original phase-1 group (₩10 trillion or more in assets with at least 5% foreign ownership, or ₩2 trillion or more with at least 30%) now generally has to file the English version the same day as the Korean original. Companies newly brought in by phase 2 have three business days. A separate change, not specific to English, landed in the same package: starting with annual meetings held in March 2026, listed companies have to disclose voting results by agenda item, as the percentage of votes in favor. The FSC’s Korean-language releases add that English filing of shareholder-meeting voting results started in March 2026, ahead of the rest of phase 2.

Phase 3 — targeted for March 2027. The FSC originally planned to bring every KOSPI-listed company into the mandate from May 2028. In a January 28, 2026 release, it said it would seek to start that third stage earlier, from March 2027. The FSC says the third stage will make 848 companies subject to the rule. The Korea Times covered the debate over the wider rollout, including companies’ concerns about translation costs. In October 2026, March 2027 was still a stated target, so treat it as scheduled until it happens.

The mandate applies to KOSPI, Korea’s main board. KOSDAQ, the secondary board, isn’t covered. In a November 17, 2025 release, the FSC said it would consider extending mandatory English disclosure to large KOSDAQ names. As of October 2, 2026, that was a stated intention with no rule in force. Our guide to which companies must file in English walks through checking a single stock.

7. Where short selling and Value-Up filings fit

Two more disclosure categories run through the same DART/KIND infrastructure and deserve a placement here, without repeating ground this site has already covered in depth.

Short-position disclosure sits inside Korea’s broader short-selling surveillance apparatus. Net short positions above a regulatory threshold have to be reported, and they also have to be disclosed publicly. Since December 1, 2024, the public-disclosure line sits at 0.01% of issued shares (positions under ₩100 million excluded) or ₩1 billion, down from 0.5% before, per the FSC’s announcement. The mechanics, the reporting rules, and how the surveillance system catches violations are covered in our year-long look at Korea’s short-selling surveillance system.

Value-Up disclosures are voluntary filings in principle. Companies opting into Korea’s corporate value-enhancement program describe their capital allocation and shareholder-return plans, filed through the same exchange channel as everything else here. There’s one exception. Under a tax-decree amendment the Cabinet approved on February 24, 2026, companies that qualify for Korea’s special dividend-income tax treatment have to use a Value-Up filing to show they meet its conditions, due by the day after shareholders approve the year-end dividend, per the FSC’s guidance. What one of these disclosures contains, and how to read one, is covered in our guide to reading a Korean Value-Up disclosure.

Both show that Korea has less a single disclosure system than a shared pipeline that several legal and voluntary regimes file through.

8. Where foreign readers slip

DART and KIND are neither the same system nor rivals. They’re operated by different institutions, answering to different legal bases. A document that appears on both is one filing meeting two separate obligations. Confusing “filed on DART” with “filed with the exchange,” or the reverse, misstates who received what.

The 5% rule has several deadlines. The first report is due within five business days for most holders. After that, change reports run on anything from five business days to the 10th of the month after a quarter ends, depending on why you hold the stake and who you are. Citing the five-day management-influence deadline for a passive holder, or the reverse, is a checkable error.

Your custodian bank won’t file the 5% report for you. The obligation belongs to the beneficial holder that crosses the threshold, not to whichever institution executed or is holding the trade. A foreign fund that assumes this gets handled automatically, the way some settlement functions are, is a fund exposed to a missed filing.

Does English disclosure make the Korean filing optional? No, and it doesn’t cover every KOSPI company. As of October 2, 2026, the mandate was in its second of three phases. It applies only above a ₩2 trillion asset threshold, and doesn’t touch KOSDAQ at all. The Korean-language filing remains the original in every case. The English version is a companion, filed the same day or within three business days.

9. Frequently asked questions

What’s the single most important system to know if I only learn one? DART, if you’re reading securities-law filings — annual reports, quarterly reports, ownership disclosures. KIND, if you’re tracking exchange-mandated timely disclosure. Most investors end up needing both, since a lot of what matters gets filed to satisfy both regimes at once.

Do I, as a foreign investor, ever have to file anything myself? Yes, once your position crosses 5% of a listed company’s shares. The reporting duty is yours, not your custodian’s or broker’s, even though the paperwork is typically routed through a Korean-licensed agent in practice.

Is the 5% rule the same for every kind of investor? No. The deadlines for change reports, and the disclosure detail, scale down for general-investment and simple-investment purposes, and further still for a narrow group of eligible professional investors. That’s specifically meant to ease the load on passive and institutional holders who aren’t pursuing management influence. A holder pursuing management influence gets the tightest, five-day clock.

When does English disclosure apply to the company I am looking at? Check its total assets against the ₩2 trillion threshold (Phase 2, in force since May 1, 2026), and confirm it’s KOSPI-listed, not KOSDAQ. If it’s below that threshold, English disclosure is not required yet. Phase 3 would bring it in, on a schedule the FSC is targeting for March 2027.

How is a 30-day advance trade warning different from the existing insider-trading ban? The advance-disclosure rule, in force since July 24, 2024, is a specific, threshold-triggered requirement: publicly announce a planned trade at least 30 days before the planned trading period starts, once six-month trading reaches 1% of shares or ₩5 billion. It applies to officers and major shareholders regardless of what they know. The general insider-trading prohibition targets trading on material nonpublic information specifically. They overlap in population but not in trigger.

I haven’t opened access to the Korean market yet — where do I start? Everything above assumes you hold, or are about to hold, a KRX-listed name. If you’re earlier than that, our guide to buying Korean stocks as a foreigner covers account access before you get to any of the filings above.

Does this cover every Korean disclosure obligation? No. It maps the ones a foreign investor is most likely to need — periodic and timely disclosure, fair disclosure, the 5% rule, insider and short-swing rules, and the English-disclosure rollout — and points to where short-position disclosure, Value-Up filings, and a full DART walkthrough are covered elsewhere. Later pieces in this series go deep on individual filing types.

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Last updated: October 2, 2026

Disclaimer: This article is for general informational purposes only and does not constitute investment, legal, or tax advice. Disclosure thresholds, deadlines, and phase-in schedules described here reflect Korean law and Financial Services Commission and Korea Exchange rules as of the publication date and are subject to change without notice. Several of the rules above, including the advance-trade-disclosure regime and the English-disclosure mandate’s later phases, are recent enough that older material may already describe them incorrectly. Confirm current requirements directly with the Financial Supervisory Service, the Financial Services Commission, the Korea Exchange, or a licensed advisor before making any filing or investment decision. Seoul Market Brief does not recommend any specific security, fund, or transaction.