South Korea’s proposed crypto ownership rules have raised a potential governance conflict for Naver Financial’s planned acquisition of Upbit operator Dunamu if the company later qualifies as a holding company.
Summary
- South Korean researchers warn ownership caps could conflict with holding-company minimum shareholding requirements for Upbit.
- Naver Financial’s Dunamu share swap is scheduled for December 31 after regulators delayed approvals twice.
- Fair Trade Act requires holding companies to own 50% of shares in unlisted subsidiaries currently.
- Financial regulators say no major-shareholder cap for cryptocurrency exchanges has yet been finalized in Korea.
- Naver Financial plans to acquire 100% of Dunamu through a comprehensive share swap pending approvals.
Yonhap News Agency reported Sept. 15 that the National Assembly Research Service had examined how a proposed cap on major shareholders of virtual asset exchanges could interact with existing subsidiary ownership requirements under the Fair Trade Act.
The research service said the two systems could create a structure where one rule sets a minimum shareholding level while another limits how much a major shareholder may own. It stressed, however, that the rules should not be treated as automatically conflicting in every case because their legal purposes and subjects differ. A same-day report summarizing the research noted that the issue could become relevant if Naver Financial later falls within South Korea’s holding-company framework.
Upbit deal could face two different ownership thresholds
Under South Korea’s Fair Trade Act, a holding company generally must own at least 50% of an unlisted subsidiary and at least 30% of a listed subsidiary. The Korea Fair Trade Commission says those minimum stakes form part of rules intended to maintain transparent holding-company structures.
The proposed digital-asset framework would work in the opposite direction if lawmakers adopt a cap on major shareholders of crypto exchanges. Discussions cited by the National Assembly Research Service have included limits of 20% in principle, with ownership of up to 34% potentially allowed under specified conditions. Those figures remain proposals, not finalized law.
South Korea’s Financial Services Commission has explicitly said that no final major-shareholder cap has been decided. In an Aug. 26 statement responding to reports that a 20% limit had been settled, the regulator said “a cap on major shareholder stakes in virtual asset exchanges has not been finalized.”
The National Assembly Research Service said that if a company subject to holding-company rules were required to maintain more than 50% of an unlisted exchange subsidiary while a digital-asset law imposed a much lower ownership ceiling, both requirements could become difficult to satisfy simultaneously. The research office described the situation as one that “may appear to be a conflicting structure,” while stopping short of saying the laws currently clash.
Naver Financial is not currently a holding company
The analysis does not mean Naver Financial currently violates either regime. The National Assembly Research Service said Naver Financial is not presently classified as a holding company, so the Fair Trade Act subsidiary ownership rules cited in the study do not immediately apply to the proposed Dunamu structure.
Under Korea Fair Trade Commission rules, holding-company status generally requires total assets of at least 500 billion won and subsidiary shareholdings whose combined value represents at least 50% of total assets. A company meeting the statutory conditions must report its conversion to the commission.
The research service said the question could become concrete if Naver Financial’s corporate structure changes after the Dunamu transaction and it later meets those holding-company requirements. At that stage, lawmakers or the companies could face a need to reconcile the Fair Trade Act ownership floor with any exchange ownership ceiling adopted under future digital-asset legislation.
The research body called for lawmakers to examine user protection, market fairness, corporate governance, investment incentives and interaction with existing laws when setting any final ownership restriction. It did not recommend canceling or blocking the Naver-Dunamu transaction.
Naver Financial still plans to acquire 100% of Dunamu
The transaction itself remains structured as a comprehensive share swap that would make Dunamu a wholly owned subsidiary of Naver Financial. NAVER’s original corporate integration announcement said the companies approved the plan in November 2025 as part of a strategy combining Naver’s AI, payments and commerce operations with Dunamu’s digital-asset infrastructure.
The current exchange ratio remains 2.5422618 Naver Financial shares for each Dunamu share. A July regulatory disclosure continues to state that Naver Financial intends to acquire 100% of Dunamu through the transaction.
Under Naver’s earlier transaction presentation, Dunamu shareholders would receive newly issued Naver Financial shares in exchange for all outstanding Dunamu equity. Naver said its own direct stake in Naver Financial would fall, while delegated voting rights from Dunamu Chairman Song Chi-hyung and Vice Chairman Kim Hyoung-nyon were expected to leave Naver with 46.5% of voting rights after completion.
The merger timetable has changed twice while regulatory reviews continue. A July 6 disclosure moved the shareholder meeting from Aug. 18 to Nov. 19 and pushed the share exchange from Sept. 30 to Dec. 31. The filing says the schedule remains subject to further changes.
As crypto.news previously reported on the second delay, the transaction still requires competition approval, regulatory clearance connected to Naver Financial’s major shareholder structure and required notifications involving Dunamu’s ownership. The filing warns that approval delays could postpone the deal again or prevent completion.
Digital Asset Basic Act remains the unresolved variable
South Korea has been debating new ownership rules as part of the Digital Asset Basic Act, a planned second-stage regulatory framework for the country’s crypto sector. Lawmakers and regulators have discussed whether major exchange shareholders should face caps intended to reduce concentrated ownership.
The debate directly concerns Upbit because Dunamu would remain the licensed exchange operator after becoming a Naver Financial subsidiary. Naver’s transaction therefore creates a structure in which Naver Financial plans to own all Dunamu shares while future legislation could restrict how much an exchange’s major shareholder may control.
Naver and Dunamu have already acknowledged that the unfinished legislation could alter the transaction. Their updated regulatory disclosure states that the content of future digital-asset laws may affect the share swap’s progress or outcome.
Regulators have scrutinized the deal on othefronts. South Korea’s Financial Supervisory Service required Dunamu to correct disclosures tied to the transaction after issues were identified in sections dealing with future restructuring plans and investment-related information.
The company then delayed the transaction again in July. Crypto.news reported that Dec. 31 is now the scheduled closing date, with the shareholder vote planned for Nov. 19.
The ownership debate extends beyond Upbit. In related coverage, OKX Ventures agreed to acquire 19.6% of Coinone, while Mirae Asset completed its controlling acquisition of Korbit earlier this year. The transactions have developed while lawmakers continue debating how exchange ownership should be regulated.
For the Naver-Dunamu transaction, the next formal corporate milestone is the planned Nov. 19 shareholder meeting. The July disclosure schedules dissenting shareholders’ appraisal-right period from Nov. 19 through Dec. 9, with related payments expected Dec. 16, before the planned Dec. 31 share exchange.
