Share ownership alone does not determine auditor appointment votes
A family company or small business may assume that a large shareholder can approve every agenda item.
A statutory auditor appointment is different because a per-owner voting cap applies.
This calculator starts with the complete shareholder roster, calculates each voting ceiling, and compares effective attendance and valid affirmative votes with the required thresholds.
It concerns the appointment of a statutory auditor, not the appointment of an external audit firm or the cost of challenging a resolution or dismissing a director.
This page uses Korean Commercial Act rules verified in 2026 for an unlisted ordinary company with one ordinary share class.
It does not determine the legal classification of shares, the validity of an agenda or the validity of the resulting resolution.
Review the roster, articles of incorporation, meeting notice, proxies and voting records alongside the numerical tally.
Scope and what the calculator checks
Individual caps and two thresholds
Article 409(2) supplies the default 3% limit, or a lower percentage in the articles.
The results distinguish within-cap holdings, excess shares, effective attendance and valid yes votes.
Ordinary requirements and the electronic-voting exception are compared separately, while opposing and abstaining votes remain in attendance.
Unconfirmed facts remain visible
If scope or electronic-voting applicability is unknown, the tally remains conditional and the overall status requests review.
A roster mismatch or excessive yes tally stops calculation.
Even completing every input check does not turn a numerical result into legal certification.
Listed-company and financial-company exceptions, separate election of audit committee members, director elections, other share classes and written consent without a meeting are outside scope.
Do not infer controlling-shareholder or related-party aggregation rules from this tool.
If the articles impose additional quorum requirements, review those separately instead of using the ordinary result.
Whether a company with capital below KRW 1 billion may omit appointing an auditor is a separate question from counting votes when it does appoint one.
Issued, treasury and permanently non-voting shares
Starting the cap calculation
Enter the actual issued share count, then treasury shares and other permanently non-voting ordinary shares as separate parts of that total.
The last category requires a prior legal classification, such as an applicable Article 369(3) cross-holding restriction.
It is not a substitute for analyzing the terms of another share class.
The two excluded amounts must not overlap.
Do not deduct these here
Shares exceeding the auditor appointment cap are processed later for each owner.
A special interest that prevents voting on this agenda does not remove the holding from the initial cap basis.
Combining every restriction into one non-voting input can distort both the individual cap and the quorum denominators.
Units are whole shares and votes, not currency or ownership percentages.
The maximum issued count is 1 trillion shares.
Use the relevant record-date roster and company records; do not round a percentage back into an assumed share count.
Registration of transfers, later transfers, joint ownership and trust or representative arrangements must be resolved before entering the voting owner.
Distinguish holdings, attendance and valid yes votes
- Use one row per owner even if there are multiple accounts or proxies. Use an anonymous integer code from 1 to 9999; duplicate codes are rejected.
- Holdings exclude treasury and permanently non-voting shares already removed above. The total roster holdings must equal the initial cap basis.
- Attendance is the pre-cap number represented through attendance, proxy or a legally applicable electronic procedure. Keep absent owners in the roster with zero attendance and zero yes votes.
- Valid yes votes are the confirmed number after the cap. Excess yes votes produce an error rather than being assigned priority automatically; use the actual validated tally.
Attending votes that are not affirmative remain as opposing, abstaining or other attending votes.
Removing abstentions to improve the approval percentage would produce a misleading result.
Mark special interest only after confirming the legal classification: effective attendance becomes zero and valid yes votes must also be zero.
The tool does not decide whether split voting is permitted or how restricted votes should be allocated between choices.
The 3% cap basis differs from the 1/4 denominator
First: each individual ceiling
B = issued − treasury − other permanently non-voting shares
C = floor(B × cap percentage ÷ 100)
Within-cap holding V = min(holding, C)
Excess X = holding − V
floor rounds down to a whole share.
The percentage must be above zero and no more than 3%, with up to four decimal places.
A basis of 10,000 shares gives a 300-share ceiling at 3% for an owner holding 1,000 shares.
A confirmed 2% cap in the articles instead gives 200 shares.
Second: the appointment denominator
D = B − total excess X across all owners = total V across all owners
Supreme Court decision 2016Da222996 excludes auditor appointment cap-excess shares from the issued-share denominator used for the quarter requirement as well.
Do not simply require one quarter of B.
Do not recalculate 3% of D and repeatedly shrink the cap either.
Absent owners affect D, so a list of attendees alone cannot establish this denominator.
Within-cap shares belonging to a special-interest owner remain in D even though they are excluded from effective attendance.
Do not subtract the entire special-interest holding again after subtracting cap excess.
This distinction follows the two denominators in Article 371 together with the decision; it depends on accurate classification of the company records.
Required affirmative votes under both procedures
Ordinary appointment
A = effective attendance after cap and special-interest restrictions
Y = total valid yes votes after the cap
M = floor(A ÷ 2) + 1
Q = ceil(D ÷ 4)
Required yes R = max(M, Q)
Shortfall = max(0, R − Y)
Statutory electronic-voting exception
When Article 409(3) applies, required yes = M
Shortfall = max(0, M − Y)
ceil rounds up to a whole vote.
A majority must exceed exactly 50%; the quarter requirement includes its boundary.
Zero attendance still requires at least one yes vote, preventing an apparent zero-vote approval.
The electronic-voting exception removes the quarter requirement, not the per-owner voting cap.
Confirm that the company allowed electronic voting under Article 368-4(1).
Check the company decision, meeting notice, identity verification and Enforcement Decree Article 13 procedure before selecting that branch.
An email exchange or online poll does not automatically qualify.
Worked example: 1,000 shares and three owners
Assume 1,000 issued shares, held as 340, 330 and 330, with no treasury or other permanently non-voting shares.
All owners attend and the default 3% applies.
The first owner opposes the appointment; the other two use all their valid votes in favor.
This reproduces the numerical structure in the Supreme Court case for checking the arithmetic, not the records of your company.
Voting caps for three owners of 1,000 issued shares| Owner | Holding | Effective attendance | Valid yes |
|---|
| 1 | 340 | 30 | 0 |
| 2 | 330 | 30 | 30 |
| 3 | 330 | 30 | 30 |
C is 30 per owner; total cap excess is 910 and D is 90.
Effective attendance A is 90 and valid yes Y is 60.
The majority minimum is 46, the quarter minimum is 23, and the ordinary requirement is therefore 46 with zero shortfall.
Neither the raw supporting holdings of 660 nor one quarter of the original 1,000, which is 250, is the right final comparison.
Electronic-voting comparison and interpreting a shortfall
A low-attendance scenario
Suppose ten owners each hold 1,000 of 10,000 shares.
At 3%, each cap is 300 and D is 3,000.
If one owner represents only 100 shares and casts 100 valid yes votes, A=100, Y=100, the majority minimum is 51 and the quarter minimum is 750.
The ordinary requirement is 750, leaving a 650-vote shortfall, while the legally applicable electronic-voting exception would require 51 and meet the numerical threshold.
This comparison is not an automatic recommendation to adopt electronic voting or permission to change meeting procedures retroactively.
A shortfall holds current attendance fixed.
If another owner participates, both the yes total and the majority denominator may change; edit the roster and recalculate.
The result flags cases where even turning every current attending vote into a yes would be insufficient.
Do not multiply the number of people by 3% or interpret a vote gap as the number of people to recruit.
Holdings and voting intentions differ, and a numerical review is not a basis for pressuring an owner to vote in favor.
Use the review during meeting preparation
- Confirm the agenda is a statutory auditor appointment and check the company type and any additional quorum rules. Obtain the correct full roster and share exclusions.
- Enter issued shares, treasury shares, other non-voting shares and the cap. Add every owner, including absent owners, without splitting an owner by proxy.
- Enter attendance and verified yes votes after the cap, and review special interests. Resolve roster-total and excessive-yes errors first.
- Compare the ordinary and electronic branches, then confirm which procedure actually applies. Do not select the more favorable result while applicability is unknown.
- Save the TXT report or print it, and bring it with the articles, proxies and voting records to your adviser. Create a new report when attendance or votes change.
A meeting organizer can compare an initial attendance assumption with subsequently received proxies.
A family-company administrator can explain why a controlling holding does not translate directly into auditor appointment votes.
For complex ownership or representation, maintain the mapping between anonymous codes and the original records separately, and keep hypothetical inputs distinct from an actual vote count.
Frequently asked questions
Can an owner holding exactly 3% use all those votes?
The restriction applies to the excess.
Within-cap shares can be used if represented and not subject to another restriction.
Check any lower cap and whole-share rounding.
Can I enter 5% if the articles say that?
No.
This tool follows Article 409(2) and accepts no more than 3%, or a lower percentage.
The legal effect of inconsistent wording requires separate review.
Can I delete an absent owner?
No.
The holding is needed to calculate cap excess and the quarter denominator.
Keep the holding and enter zero attendance and zero yes votes.
Will 660 raw yes shares automatically become 60 votes?
No.
Enter verified valid yes votes after applying the cap.
Giving priority to yes votes could misallocate restricted votes, so excessive affirmative counts are rejected.
Are special-interest shares excluded from every denominator?
No.
They remain in the initial cap basis and their within-cap portion remains in the quarter denominator.
Their effective attendance and yes votes are zero.
Does electronic voting remove the majority requirement?
No.
The majority and individual caps remain.
Only the quarter requirement is removed when the statutory exception applies; a simple online poll is different.
Is obtaining the displayed missing number of new yes votes enough?
The displayed gap assumes fixed attendance.
Additional participants increase the attendance denominator, so recalculate with the updated records.
Does a completed review and passing tally certify approval?
No.
Notice procedure, proxy authority, candidate qualification, minutes and the articles involve issues outside the arithmetic.
Use the report as supporting material for legal review.
Official sources and update basis
Checked on 2026-10-01 through the National Law Information OPEN API.
The Korean Commercial Act is ID001702, MST273629, Act No. 21044, promulgated 2025-09-09 and effective 2026-09-10.
Enforcement Decree ID003811, MST288205, Article 13 was checked in the version effective 2026-07-23 using the effective-date endpoint.
The future 2027-01-01 date in promulgated-version metadata was not treated as the current effective date.
A lower cap in the articles is modeled with the Article 409(2) restriction structure; the actual numerical case in the judgment used 3%.
Recheck the denominators and applicable procedures when the law, later decisions or company articles change.
This tool does not retroactively assess an earlier meeting under current law.
Reconcile the roster and prepare a report
Load the example to see how the caps change voting power, then enter the actual roster.
The example is not company evidence and does not automatically complete the confirmation checks.
The report preserves issued and excluded shares, the cap percentage, the owner tally, both scenarios and outstanding checks.
The calculator does not send roster inputs to a separate calculation server or persist them; save a TXT file yourself when needed.
Keep older assumptions separate after attendance or votes change, and use the final meeting records as the authoritative evidence.
Return to the auditor voting calculator