벤처기업 자금조달 활성화를 위한 주주명부 운영실태 개선방안 검토

The new government, which came into power in June 2025, emphasized fostering AI startups and declared that it would increase investment resources for venture capital startups. To this end, there are also moves to promote policies such as allowing retirement pensions to invest in venture capital and expanding the size of mother fund investments. However, since the source of these funds for venture capital investment is limited to public funds, there is a need to establish a system that allows private capital to flow in in order to promote fund financing through the creation of a self-sustaining venture ecosystem. The introduction of BDC (Business Growth Collective Investment Corporation) is being discussed in the new government in this context. Among the systems that need to be reorganized, the one discussed in this paper is about improvement measures for the operation of shareholder registry of venture capital companies. Currently, shareholder registry of unlisted venture capital companies is prepared in writing by the company, except in cases where stocks are deposited or electronically registered. In other words, although venture companies have the characteristics of a human resources company where the capabilities of employees are crucial, and although there may be situations where shareholders change, although not common, the list of employees that make up these companies, that is, the shareholder list, is being used without a procedure to verify its authenticity, and there is no proper means to supplement it. This is an area that must be improved in order to activate fundraising as it cannot provide sufficient trust to those who invest in or lend to venture companies, and for this purpose, electronic registration of stocks is necessary even for unlisted venture company stocks. In 2019, the Electronic Registration of Stocks and Bonds Act (hereinafter referred to as the “Electronic Securities Act”) was implemented, and while electronic registration of stocks became mandatory for listed companies, it is still left to the company’s choice for unlisted venture companies. Of course, except for France, there do not seem to be many legislative examples that mandate electronic registration of stocks even for unlisted companies, but in order to activate venture investment, it is thought that institutional improvement is necessary starting from this area. This will be in line with taxation policies and is also necessary to foster key personnel who acquire venture company stocks and are motivated by them. In fact, in 2019, when the Electronic Securities Act was implemented, a bill was proposed in the National Assembly that mandated electronic stock registration for unlisted companies of a certain size or larger, but it was scrapped due to the expiration of the term. In other words, mandatory electronic stock registration may not fit the reality of venture companies due to issues such as procedures and costs. While many of the existing papers on electronic stocks analyzed the provisions of the Electronic Securities Act or discussed them in connection with blockchain technology, this paper focuses on the necessity of electronic registration of stocks issued by venture companies. In addition, compared to the proposed legislation in 2019, this paper proposes legislation that can induce electronic stock registration rather than mandating electronic stock registration, assuming that the utility of this paper is to describe it.