South Korea’s proposed cryptocurrency ownership rules could create a potential governance issue for Naver Financial’s planned acquisition of Dunamu, the company that operates Upbit, if Naver Financial later becomes a holding company.
The National Assembly Research Service examined how a possible limit on major shareholders of virtual asset exchanges could interact with existing ownership requirements under South Korea’s Fair Trade Act.
The two rules could work in opposite directions. The Fair Trade Act requires a holding company to own a minimum percentage of its subsidiary, while the proposed crypto rules could limit how much a major shareholder of an exchange is allowed to own.
Under current Fair Trade Act rules, a holding company generally must own at least 50% of an unlisted subsidiary and at least 30% of a listed subsidiary.
Meanwhile, lawmakers have discussed a possible 20% ownership limit for major shareholders of cryptocurrency exchanges, with ownership of up to 34% potentially allowed under certain conditions. However, these figures are still proposals and have not become final law.
South Korea’s Financial Services Commission has also said that no final major-shareholder ownership limit for virtual asset exchanges has been decided.
The issue does not currently mean that Naver Financial is violating any rules. Naver Financial is not classified as a holding company at this time, so the holding-company ownership requirements do not currently apply to its planned Dunamu structure.
The situation could become more complicated if Naver Financial later meets the requirements to become a holding company. In that case, it could face a requirement to own more than 50% of an unlisted Dunamu while a future digital-asset law could impose a much lower ownership limit.
The research service said lawmakers should consider user protection, market fairness, corporate governance and investment incentives when deciding the final ownership rules. It did not call for the Naver-Dunamu transaction to be canceled.
Naver Financial still plans to acquire 100% of Dunamu through a comprehensive share swap. The deal was approved in November 2025 and is designed to combine Naver’s AI, payment and commerce businesses with Dunamu’s digital-asset infrastructure.
The current exchange ratio is 2.5422618 Naver Financial shares for each Dunamu share. The transaction would make Dunamu a wholly owned subsidiary of Naver Financial.
The deal has already faced delays as regulators continue their reviews. The shareholder meeting is now scheduled for Nov. 19, while the share exchange is planned for Dec. 31. The schedule could still change depending on regulatory approvals.
South Korea’s planned Digital Asset Basic Act remains an important uncertainty for the transaction. Lawmakers are still discussing rules for major shareholders of crypto exchanges, including possible ownership limits.
This is especially important for Upbit because Dunamu would continue operating the exchange after becoming part of Naver Financial. If new ownership restrictions are introduced, they could affect how the Naver-Dunamu structure is completed.
Naver and Dunamu have already acknowledged that future digital-asset legislation could affect the progress or outcome of the share swap.
For now, the next major step is the Nov. 19 shareholder meeting. If approvals are completed, the companies are targeting Dec. 31 for the share exchange, but further delays remain possible while the regulatory and legislative questions are unresolved.
