Total : 9 records

• Title

  What are the documents for a foreign investor to prepare?

• Content

  The documents a foreign investor shall submit differ, depending on whether the investor concerned is an individual or a corporation. A foreign investor of Japan and Taiwan shall submit the same documents with a national of the Republic of Korea and a Korean corporation.

   

                                                             <Documents to be Prepared by an Individual Investor>

  직접처리민원사무

  Seal impression registration certificate	Put a seal or signature on a report card of seal impression and have it notarized((In case where no certification system exists))
  Certificate of inauguration acceptance Certificate of seal impression	For all individuals to be registered as a director. - Korean/Japanese/Taiwanese: nationals shall place their seal on the certificate and attach the seal impression certificate. - Other foreign nationals shall sign the certificate and have it notarized.
  Abstracted resident registration or address certificate (for CEOs only)	The documents shall be attached to the certificate of inauguration acceptance.   - Korean/Japanese/Taiwanese nationals: Abstracted certified copy of resident registration or resident registration card. Other foreign nationals: An original copy of certificate of address, and certificate of signature notarized at the country of residence. (Not required for non-representative directors and auditors)
  Power of attorney	When delegating registration of foreign investment  - Korean/Japanese/Taiwanese nationals shall place their seal on the power of attorney and attach the seal impression certificate - Other foreign nationals shall put their sign on the power of attorney and have it notarized.
  Copy of passport	For all foreign nationals.

     

                          <Documents to be Prepared by Corporate Investors>

  직접처리민원사무

  Certified copy of corporate registration (Corporation as investors)	Korean/Japanese/Taiwanese corporations: 1 certified copy of corporate registration Others: Certificate of corporation or notarial certificate that proves the existence of business
  Seal impression registration certificate (for newly-founded corporations)	Affix personal seal or signature of the representative director on seal impression registration certificate and have it notarized (In case where no certification system exists)
  Inauguration certificate   Seal impression certificate	For appointed executives of new corporation - Korea/Japan/Taiwan: Imprint the seal on the inauguration certificate and attach the seal impression certificate  - Other countries: Affix the signature on the inauguration certificate and have it notarized (In case where no certification system exists)
  Abstracted copy of resident registration    or    proof or address (for representative directors)	Attach to the inauguration certificate  - Korea/Japan/Taiwan: Abstract of resident registration or card - Other countries: notarized address certificate of respective countries  (Not required for non-representative directors and auditors)
  Power of attorney	When entrusting foreign investment registration: - Korea/Japan/Taiwan: Imprint the corporate seal on the power of attorney and have it notarized and submit it with seal impression certificate - Other countries: Affix the signature of the representative director of the investment corporation on the power of attorney and have it notarized
  Copy of passport	All foreigners

   

• Title

  How much does it cost to establish a stock company?

• Content

  <Case of Company Establishment Cost (100 million won in capital, in a large city)>

   

  직접처리민원사무

  Item	Details	Costs
  Registration Tax	0.4% of the capital, 3 times when a stock company is established in large cities	KRW 1,200,000
  Local Education Tax	20% of registration tax	KRW 240,000
  Supreme Court Revenue Stamp	Fee for registration application	KRW 30,000
  Corporate Seal		KRW 30,000
  Notarization Fee	Articles of association, etc. (exempted in case of promotion of incorporation of which capital is KRW 1 billion or less	About KRW 150,000
  Total		About KRW 1,620,000

   

  ※ Fees charged by law firms and accounting firms are not included

• Title

  What is the reason for the notarization of Articles of incorporation?

• Content

  The articles of incorporation shall take effect upon the authentication by a notary public of a district public prosecutor’s office, which has jurisdiction over the district where the principal office of the corporation is located. The corporation may file a registration of incorporation only if it submits the notarized articles of incorporation.

  ※Required documents: 2 copies of articles of incorporation, 1 copy of certificate of seal impression, resident registration certificate

   (Power of attorney in case where an agent files the application)

• Title

  What are the general principles?

• Content

  (1) Absolute particulars (Commercial Act Article 289-1)

   

  Followings matters are required to be included in the general principles for the establishment of a corporation. Failure to include any of the following particulars will result in the nullity of incorporation.

  a. Purpose

  b. Trade name

  c. Total number of shares authorized to be issued

  d. Par value per share (More than 100 won)

  e. Number of shares to be issued at the time of incorporation

  f. Place of principal office

  g. Method of public notice

  h. Name, residence registration number and address of each promoter

   

   

   (2) Relative particulars 

  Particulars that do not affect the validity of general principles but shall be ineffective to the company and shareholders when not stated under the general principles. 

   

  (3) Optional particulars 

  Particulars that do not affect the validity of general principles or the management of the company but become effective when stated under the general principles. The difference between relative particulars is the fact that optional particulars do not have to be written in the general principles to be effective. 

  Particulars that do not affect either validity of the articles of incorporation or business activities of a corporation . It is distinguished from

• Title

  Documents required for registration of incorporation

• Content

  The registration of incorporation of a corporation shall be effected within two weeks from the day when the investigation in the process of establishment has been completed in cases where the promoters subscribed for all the shares issued at the time of incorporation, and within two weeks from the day on which the inaugural general meeting has been closed in cases where the promoters have offered shares for subscription.

  The composition of promoters and whether the trade name or title has been used by other companies shall be reviewed before the registration. A corporation requires one or more promoters. The promoter shall subscribe for shares in writing and may subsequently become a shareholder of the newly-created company.

   

  Since no trade name which has been registered by another person shall be registered as a trade name of the same kind of business in the Seoul Special Metropolitan City, Other metropolitan cities and cities/counties. The trade name shall be checked prior to the registration by using the Supreme Court website (www.iros.go.kr).

   

  < Documents Required for Registration of Incorporation>

  1. Application for incorporation registration 

  2. Articles of incorporation (Notarization by a public notary required. Notarization is exempted where a company with total capital of less than one billion won is incorporated by promotion.)

  3. Documents certifying acquisition of shares

  4. Stock subscription agreement (in the case of incorporation by subscription)

  5. Written consent to matters concerning issuance of shares

  6. Written consent to a reduction of the notice period for the inaugural general meeting

  7. The minutes of the inaugural general meeting (Notarization by a public notary required. Notarization is exempted where a company with total capital of less than one billion Won is incorporated by promotion.)

  8. The minute of the Board of Directors (Notarization by a public notary required. Notarization is exempted where the total capital of the newly incorporated stock company is less than one billion won.)

  9. Securities subscription deposit certificate

  10. An investigation report by a director, auditor, or the audit committee

  11. Certificate of foreign investment notification

  12. Certificate of inauguration acceptance.

  a. Korean nationals shall put his/her seal on the certificate, and attach a certificate of the seal and a certified copy of resident registration

  b. Foreign nationals shall attach a notarized original certificate of signature, certificate of address, and a copy of his/her passport.

  13. A certificate of registration of seal impression

  14. Translations of the required documents (In cases where the required documents including the directors’ inauguration acceptance are written in a foreign language)

  15. Certificate of payment of registration tax as issued by the district (gu) office having jurisdiction over the area in which the business’ headquarters is located.

  16. Supreme Court revenue stamp.

  17. The power of attorney (where an agent makes the application)

  18. Corporate seal

  19. The application for issuance of a corporate seal card (after the registration of incorporation).

• Title

  Types of corporation establishment

• Content

  - Incorporation by subscription: promoter only acquires a portion of the stocks issued at the time of incorporation and offers the rest for subscription by shareholders.

  - Incorporation by promotion: promoters acquire all the stocks issued at the time of incorporation, without capital investment from outside.

• Title

  Procedures for Establishment of a Local Corporation

• Content

   

  There are four types – limited partnership company, partnership company, stock company and limited liability company – of businesses for a foreigner to advance into Korea for the purpose of operating business. As most companies fall into the category of “stock company”, the procedures of the establishment of a stock company will be explained.

   

  

• Title

  What is the difference between sole proprietorship and corporation?

• Content

  1. Character

   (1) Sole proprietorship: A type of business entity that is owned and run by an individual. The individual has full ownership of the business as well as unlimited liability for business debts.

   (2) Corporation: A type of business entity that has completely different legal characters from individuals, and its operation is run by managers under its trade. A corporation limits its liability and guarantee to the amount of its asset. Presidents, board members and shareholders are usually not liable to the corporation’s debts.

   

  2. Formation 

   (1) Sole proprietorship: Only required to report foreign investment and receive a business license from tax office.

   (2) Corporation: Required to report foreign investment, register corporation and submit necessary documents (Generally takes one or two weeks more compared to other registration processes)

• Title

  What is the difference between the local corporation, branch and liaison office?

• Content

   A . How foreigners advance in Korea

  직접처리민원사무

  	Type	Act	Note
  1	Local Corporation	Foreign Investment Promotion Act	Recognized as a foreign investment
  2	Branch office	Foreign Exchange Transaction Act	Categorized as a domestic branch of the foreign corporation
  3	Office	Foreign Exchange Transaction Act	Categorized as a domestic branch of the foreign corporation

   

  Comparison of a Foreign-Invested Company and a Domestic Branch of a Foreign Company

  직접처리민원사무

  Type	Foreign-Invested Company	Domestic Branch of a Foreign Company
  Act	Foreign Investment Promotion Act	Foreign Exchange Transaction Act
  Corporation Type	Domestic corporation	Foreign corporation
  Identity	Foreign investors and foreign-invested companies are of separate entities (independent accounting & settlement)	The headquarters and branches are of a single entity (identical accounting & settlement)
  Authorities in charge of accepting registration & granting permission	Invest KOREA (KOTRA) or the headquarters & branch of a foreign exchange bank	The headquarters & branches of a foreign exchange bank
  Minimum / Maximum Investment	Minimum of KRW 100 million for each investment    (No upper limit)	No limit in investment amount
  Scope of Tax Obligations	Tax obligations for all domestic and overseas income Corporate tax rate: 10% for KRW 200 million or less, 20% for over KRW 200 million and KRW 20 billion or less, 22% for over KRW 20 billion	Tax obligations for income derived from domestic sources only Corporate tax rate: Identical with the foreign-invested company   In some cases, branch tax shall be paid

   

  1. Local Corporation 

  Establishment of a local corporation in Korea by a foreign-invested company is regulated by the Foreign investment Promotion Act and the Commercial Act. Under the Foreign Investment Promotion Act and the Commercial Act, a foreign investor shall invest more than KRW 100 million in the establishment of a foreign-invested company in Korea. 

  2. Branch Office

  A “branch office” operates business that generates profits in Korea, and is not recognized as a foreign direct investment under the Foreign Exchange Transaction Act.

  3. Office

  An “office” does not carry out business that generates profits in Korea, but instead undertakes a non-sales function such as liaison work, market research, R&D, etc. An office is granted a distinct number, equivalent to business registration, at a jurisdictional tax office in Korea without the need for registration, which is different from a “branch.”