Syndicate Legal Advisory Services prepares the complete legal documentation package required to list a company’s shares, or Korean Depositary Receipts representing them, on the KOSPI Market, the KOSDAQ Market, or KONEX operated by Korea Exchange. Working alongside the company’s management, the Korean lead managing underwriter (or the designated advisor for a KONEX listing), the Korean and home-country auditors, and the Korea Securities Depository, we draft, assemble, and organize every document the Exchange and the Korean financial regulators require — for an initial public offering in Korea, a KDR listing by a company already listed in the United States, a KOSDAQ special-track listing by a technology or growth company, or a transfer from KONEX or KOSDAQ to a higher market — so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application and market analysis — written assessment of the company against the KOSPI listing requirements (operating history, equity capital, sales, profit, and market-capitalization tests, and shareholder distribution), the KOSDAQ general requirements and its special tracks (technology-evaluation listing based on evaluation by designated technology-credit-bureau agencies, and the growth-potential track for pre-profit companies), the KONEX requirements, and KRX’s additional eligibility and governance conditions for foreign corporations, with a gap memo identifying the achievable market and route and what must be addressed before filing.
Preliminary listing review application — preparation of the preliminary listing review application and its supporting documents in the form KRX prescribes, including the business and financial presentation, the shareholder register and distribution analysis, the lead underwriter’s due-diligence materials and recommendation, the corporate history and major-shareholder documentation, and, for a technology-track listing, the technology evaluation application and supporting technical materials.
FSCMA registration and offering documents — drafting and coordination of the securities registration statement and investment prospectus for a Korean public offering, filed through DART; the KDR issuance and listing documentation where a depositary receipt structure is used; and the documentation addressing Korean-language disclosure requirements, including the certified Korean translations of the company’s constitutional documents, financial statements, and material contracts the regulators require.
Foreign-issuer compliance documents — the documents KRX requires specifically of foreign corporations: appointment of a Korean resident representative and local disclosure contact, confirmation that a Korean accounting firm audits or jointly reviews the financial statements, undertakings on shareholder-protection standards comparable to Korean company law, and the documentation evidencing that the home jurisdiction’s corporate law and the company’s constitutional documents satisfy KRX’s shareholder-protection criteria.
U.S. securities law and cross-border coordination — Regulation S structuring for the Korean offering, confirmation that the listing creates no new Securities Act or Exchange Act registration obligation, conforming disclosure in the company’s Forms 10-K, 10-Q, and 8-K, Foreign Exchange Transactions Act reporting for the inflow of offering proceeds, and reconciliation of the Korean and U.S. disclosure timetables.
Corporate governance and constitutional documents — amendments to the certificate of incorporation and bylaws to meet KRX’s foreign-issuer shareholder-protection requirements; board and shareholder resolutions authorizing the listing and any offering; audit committee and outside (independent) director arrangements meeting KOSPI or KOSDAQ requirements; and the corporate governance report where required.
Depositary and settlement documentation — for a KDR listing, the depositary agreement with the Korea Securities Depository, the custodian arrangements for the underlying shares, and the KDR terms; for a direct share listing, KSD book-entry eligibility, the Korean transfer-agent appointment, and the cross-register transfer mechanism between DTC and KSD.
Insider and ownership-reporting compliance — large-shareholding reports (the 5% rule) and insider ownership reports (the 10% rule) under the FSCMA, short-swing profit and insider-trading procedures, fair-disclosure procedures, and integration with the company’s U.S. Section 16, Schedule 13D/13G, and Regulation FD processes.
Exchange and regulator correspondence — preparation of responses to KRX Listing Committee inquiries during preliminary review, Financial Supervisory Service comments on the securities registration statement, and the lead underwriter’s due-diligence requests.
Post-listing compliance toolkit — a bilingual calendar and template set covering ongoing FSCMA and KRX obligations: annual, semi-annual, and quarterly business reports filed through DART, KRX timely-disclosure obligations through KIND, the foreign-issuer disclosure requirements, continued-listing monitoring, and the interaction with the company’s U.S. reporting calendar, delivered at closing.
Deliverable: a fully assembled, indexed listing application binder (electronic and hard copy) with a filing checklist mapped to KRX’s preliminary-review document list, and a reviewer-ready version of each document for execution by the company’s Korean counsel and officers.
Engagement structure: flat-fee document preparation, scoped by market (KOSPI, KOSDAQ, or KONEX), route (general requirements, technology-evaluation track, or growth-potential track), and structure (direct share listing or KDR), with milestone billing tied to the pre-application memo, preliminary-review package, registration-statement drafts, and final listing.