South Korea's proposed crypto ownership rules have raised a potential governance conflict for Naver Financial's planned acquisition of Upbit operator Dunamu. According to reports from Yonhap News Agency, the National Assembly Research Service 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 warned that two systems could create a structure where one rule sets a minimum shareholding level while another limits how much a major shareholder may own, though it stressed the rules should not be treated as automatically conflicting in every case.
Under South Korea's Fair Trade Act, a holding company 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. However, proposed digital-asset framework discussions have included limits of 20% in principle, with ownership of up to 34% potentially allowed under specified conditions. As reported by Yonhap News Agency, the National Assembly Research Service noted 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 transaction remains structured as a comprehensive share swap that would make Dunamu a wholly owned subsidiary of Naver Financial. According to regulatory disclosures, the current exchange ratio is 2.5422618 Naver Financial shares for each Dunamu share. The merger timetable has changed twice while regulatory reviews continue, with the shareholder meeting moved from August 18 to November 19 and the share exchange pushed from September 30 to December 31. Under Naver's earlier transaction presentation, Dunamu shareholders would receive newly issued Naver Financial shares in exchange for all outstanding Dunamu equity, with Naver expecting to retain 46.5% of voting rights after completion.
South Korea's Financial Services Commission has explicitly stated that no final major-shareholder cap has been decided for cryptocurrency exchanges. In an August 26 statement, the regulator said "a cap on major shareholder stakes in virtual asset exchanges has not been finalized." However, the regulatory landscape is shifting significantly with South Korea planning to begin taxing crypto gains next year, as reported by crypto.news. This taxation framework creates additional compliance challenges for offshore payment providers, with regulators increasingly pressuring card networks such as Visa over how cross-border crypto spending is monitored. The taxation rules will apply to stablecoin spending as well, since every card swipe can quietly realize gains that are difficult to track on offshore platforms.
The ownership debate extends beyond Upbit, with OKX Ventures agreeing to acquire 19.6% of Coinone and Mirae Asset completing its controlling acquisition of Korbit earlier this year. As reported by crypto.news, the transaction still requires competition approval, regulatory clearance connected to Naver Financial's major shareholder structure and required notifications involving Dunamu's ownership. The next formal corporate milestone is the planned November 19 shareholder meeting, with the dissenting shareholders' appraisal-right period scheduled from November 19 through December 9, before the planned December 31 share exchange. The regulatory changes are also reshaping the broader crypto payment landscape, with offshore payment firms increasingly understanding that serving markets without local licensing becomes riskier as tax authorities intensify oversight.
