There are three ways by which foreigners (foreign corporations) can enter Korea for business purposes: establishing a local corporation, a local branch, or a liaison office.
Establishment of a Foreign-Invested Company Under the Foreign Investment Promotion Act
The establishment of a local corporation in Korea by a foreigner (individual or corporation) is regulated by the Foreign Investment Promotion Act and the Commercial Act. For a local corporation to be recognized as a foreign-invested company under the Foreign Investment Promotion Act, a foreigner must invest not less than KRW 100 million in the local corporation and acquire not less than 10 percent of the company’s stocks with voting rights.
The Procedure for Local Corporation Establishment The procedure for establishing a local corporation consists of a foreign investment report, registration of a stock company or private business, and registration of a foreign-invested company, which are the same as the foreign investment procedures. The following includes the details of the company establishment and business registration procedures, which are essential when establishing a local corporation.
Registration of Incorporation of Stock Company
The Commercial Act recognizes five different forms of companies - partnership The registration of incorporation of a stock company shall be effected within two weeks from the day on which the investigation of the process of establishment is completed in cases where the promoter has subscribed to all the shares issued at the time of incorporation, and within two weeks from the day on which the inaugural general meeting is 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 stock company requires one or more promoters. The promoter shall subscribe to 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 for the same kind of business in the same Seoul Special Metropolitan City, Metropolitan City, and city/gun, the company name shall be checked in advance on the Supreme Court website ( www.iros.go.kr).
1.Application for the registration of incorporation of a stock company
2.Articles of incorporation (To be notarized by a public notary - Notarization is exempted where the total capital of the newly incorporated stock company is less than one billion won.)
3. Documents certifying subscription to shares
4. Subscription form (in the case of subscriptive incorporation ) 5. Written consent to matters concerning issuance of shares
6.Written consent to shorten the period for dispatch of the notice of convocation before the date of the inauguration general meeting
7.The minutes of the inaugural general meeting (To be notarized by a public notary. Notarization is exempted where the total capital of the newly incorporated stock company is less than one billion won.)
8.The minutes of the Board of Directors (To be notarized by a public notary. Notarization is exempted where the total capital of the newly incorporated stock company is less than one billion won.)
9. A certificate of paid-up stocks
10.An investigation report of a director, auditor, or the audit committee 11.Certificate of the delivery of pertinent property (in the case of investment in kind)
12.The public notary’s report on particulars of abnormal incorporation
13. A written statement by an appraiser
14. A certified copy of the report by an inspector
15. Report certificate of foreign investment
16.Certificate of inauguration acceptance
17.A certificate of the registration of a seal impression
18.Translation of documents (In cases where the required documents including the directors inauguration acceptance are written in a foreign language)
19.A certificate of paid registration tax (issued by a district office which has jurisdiction over the area where the headquarters is located)
20.Revenue stamp of the Supreme Court of Korea
21.The power of attorney (where an agent makes the report)
22. Corporate seal 23.Application form for a corporate seal card (after the registration of incorporation)
* Documents required for a foreign investor The documents to be submitted by a foreign investor differ, depending on whether the investor concerned is an individual or a corporation. A foreign investor of Japan or Taiwan shall submit the same documents as a national of the Republic of Korea and a Korean corporation.
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