Kim Jeong-ho, a geographer of the late Joseon era, did not complete the Daedongyeojido, his great map of Korea, in a single stroke. He walked the length of the country, took his own measurements, and redrew the map again and again. Only on that repeatedly revised map could later generations set out with confidence. A standard venture investment contract is much the same. It is a map of the road that companies and investors must walk together, and a living document that must be redrawn whenever the market's terrain shifts. That is why, in 2026, the Korean Venture Capital Association has once again revised the standard contract, together with the Ministry of SMEs and Startups and Korea Venture Investment.
The standard contract is a "measuring standard for trust." When Qin Shi Huang unified China, the first thing he addressed was the standardization of weights and measures. If rulers and scales differ from region to region, trade becomes difficult. The role that a standard contract plays in the venture investment market is similar. By binding disparate contract clauses and differently understood terms into a single language, it lowers the transaction costs that come to the negotiating table and offers an answer to the question, "Is this condition the market standard?"
Since the association first created the standard contract in 2012, there have been three major revisions. In 2017, the clause on joint liability among interested parties was reworked. In 2021, standard contracts by funding series were prepared. This year's revision incorporates the voices accumulated over the years along with overseas cases, advancing the structure of the contract one step further. Just as the phrase "learning the old to understand the new" suggests, this revision, too, was made possible by the changes built up over past years. In that process, the association and related agencies gathered opinions from the field each time and at times reconciled conflicting interests. Each page of the standard contract is steeped in time accumulated that way.
One of the major changes in this revision is the separation of the investment contract from the shareholders' agreement. Previously, one-time investment terms and covenants on continuing rights as a shareholder were mixed together in a single document; these have now been separated. The aim is to resolve the problem in which, as follow-on investment rounds are repeated, clauses conflict and interpretations grow confused.
The introduction of a collective consent system is another change that will be strongly felt in the field. Instead of obtaining consent from every investor one by one for each management item, "collective consent by majority vote" has been introduced. It was designed to prevent bottlenecks in which a single dissenter delays an important management decision or the next round of investment, and to preserve a company's pace of growth.
Finally, the formula for adjusting the conversion price has been changed to a weighted-average method in line with international standards. This prevents the side effect of a founder's stake being excessively diluted when corporate value falls. In this way, it allows founders to keep their drive and try again, while finding a balance point between existing and new investors.
There is a phrase, "cutting, filing, chiseling and polishing," meaning to hone one's learning and virtue as one cuts, saws, chisels and grinds a piece of jade. The standard contract, too, is the product of cutting and refining each moment's changes and the issues accumulated over time. The association plans to continue listening to voices from the field and to transfer the direction in which the currents of the system are shifting onto the standard contract, that map of trust.
A good map not only keeps you from losing your way but also gives you the courage to go farther and more boldly. I hope this revision of the standard contract becomes a good map for all participants in the venture investment ecosystem. And I look forward to more innovative companies coming into the world by looking at that map.
