2023-07-12BY Immikorea

In the case of establishing a foreign investment corporation, a foreign company or foreigner must invest KRW 50 million or more. However, in reality, procedures can proceed smoothly at banks and tax offices only when investing more than KRW 100 million. Also, if you consider obtaining a D8 investment visa in the future, it is desirable to make an investment of 100 million won or more.

When establishing a corporation, taxes such as registration tax will be around 1.5% of the investment (in case of Seoul)

The minimum capital requirement does not apply to the establishment of a branch or liaison office of a foreign company.

The procedure for establishing a foreign-invested corporation proceeds in the following order.

  1. Foreign investment notification / bank account opening
  2. remittance of investment funds
  3. Registration of company establishment
  4. Notification of incorporation and issuance of business registration certificate
  5. Registered as a foreign-invested company
  6. If necessary, apply for D8 visa (when investing more than 100 million won)
  1. Reporter: Foreign investor or agent (power of attorney)
  2. Reporting place: Head office or branch of a designated domestic bank / Domestic branch of a foreign bank
  3. Documents to be submitted
    1. 2 copies of foreign investment notification by way of acquisition or contribution of stocks, etc.
    2. Proof of nationality of foreign individual investor (copy of passport)
    3. Certificate of incorporation in the case of a foreign corporate investor
    4. Power of attorney (in case of reporting by proxy)
  4. Processing period: immediately
  1. Remittance method: Bank transfer or carry-on (Declare to customs and receive a “Foreign Exchange Declaration Certificate”)
  2. Funds can be transferred to a temporary account without an account number
  3. Exchange and deposit in capital account
  4. Banks issue stock payment deposit certificates or foreign currency purchase certificates, which are required for corporate registration.
  1. registration period
    1. Recruitment and establishment: within 2 weeks from the end of the inaugural general meeting
    2. Incorporation by erection: within 2 weeks from the date of completion of the investigation on the progress of establishment
  2. Major decisions before registration
    1. Promoter composition
      1. Corporations need at least one promoter
      2. A promoter is a person who has signed or sealed the articles of incorporation (Commercial Act Article 289)
      3. Promoters must take over stocks (one share or more) in writing, and thus promoters become shareholders of the newly established company (Commercial Act Article 293).
    2. Prior confirmation of the same name
      1. You can find out whether other people are using the same trade name you want to use when establishing a corporation in advance on the Supreme Court website (www.iros.go.kr) “Find a corporation name”.
  3. Preparation of necessary documents for registration
    1. Application for registration of establishment of a corporation
    2. Articles of incorporation (notarized, provided, however, that the notarization obligation is exempted in the case of establishment by promotion of a company with a capital of less than 1 billion won)
    3. A document proving the purchase of shares
    4. Stock subscription form (in case of establishment by offering)
    5. Agreement on issuance of shares
    6. Agreement to shorten the period of convocation of the inaugural general meeting (in the case of establishment by recruitment of a company with a capital of less than 1 billion won)
    7. Minutes of the inaugural general meeting (at the time of establishment by recruitment) or the minutes of the promoters’ meeting (at the time of establishment by promotion) notarized
    8. Minutes of the Board of Directors (same as in the preceding paragraph)
    9. Certificate of deposit and storage of share capital
    10. Director’s audit or audit committee’s investigation report
    11. Property delivery certificate (in the case of investment in kind)
    12. Notary’s Perverted Establishment Report
    13. Appraisal by a certified appraiser
    14. A copy of the inspector’s investigation report
    15. Foreign Investment Report Certificate
    16. acceptance letter
      1. Koreans: After sealing the seal, attach the seal certificate and resident registration certificate
      2. Foreigners: Notarized original of signature and proof of address, and a copy of passport
    17. seal registration form
    18. Translation (when required documents such as an executive’s acceptance letter are written in a foreign language)
    19. Registration tax receipt confirmation (invoice issued by the tax department of the ward office where the head office is located)
    20. Supreme Court income certificate
    21. Power of Attorney (if requested by an agent)
    22. Each individual seal of executives and promoters (including foreigners)
    23. corporate seal stamp
    24. Application for corporate seal card issuance (after registration of establishment)
    25. Items 11, 12, 13, and 14 are for in-kind investments, etc.

Notification of incorporation and application for business registration are filed simultaneously on a single sheet of paper kept at the tax office.

  1. Where to apply: Tax office having jurisdiction over the location of the head office or KOTRA (competent tax office is limited to Seoul)
  2. deadline
    1. Business registration: within 20 days from the date of business commencement
    2. Report on incorporation: within 2 months from the date of registration of incorporation
    3. In most cases, business registration and corporate incorporation report are processed at the same time by the competent tax office.
  3. Required documents
    1. Incorporation report and business registration application
    2. Original copy of corporate registration
    3. A copy of the articles of incorporation (in case of investment in kind, attach the specification of the object of investment)
    4. Original shareholder or investor statement (stamped with corporate seal)
    5. Copy of business license, etc. (in case of business requiring permission, authorization, report, etc.)
    6. A copy of the lease agreement (if the business is leased)
    7. In the case of renting a part of a commercial building, additional drawings of that part must be submitted (limited to rentals with a deposit of 400 million won in Seoul, 300 million won in overcrowding control areas in the metropolitan area, 240 million won in metropolitan cities, and 180 million won in other areas)
    8. Etc
      1. Report on setting up a tax manager (when there are no executives and employees to handle tax-related matters in Korea)
      2. Copy of foreign currency purchase (deposit) certificate
      3. Present your alien registration card or original passport and submit a copy (if the representative is a foreigner or permanent resident)

Upon completion of the incorporation registration and business registration procedures, the new company acquires corporate qualifications, and the paid-in capital stored in the bank can be transferred to the newly established corporate account.

♦ When transferring paid-in capital to a new account, a certified copy of corporate registration, certificate of corporate seal, corporate seal, copy of business registration, seal to be used in bankbook (individual/corporate), and original ID of the CEO are required, and each bank requires different documents. .

  1. Registration place: Institution that has reported foreign investment
  2. Registration deadline: within 3 days from the completion date of payment of the object of investment
  3. Documents to be submitted
    1. Foreign-invested company registration application
    2. Original copy of corporate registration
    3. Copy of foreign currency purchase and deposit certificate
    4. shareholder register
  4. Upon application with the above documents attached, a foreign-invested company registration certificate is issued immediately. This registration certificate is required for the following purposes.
    1. For overseas remittance of investment negligence ∗ For reference, if you have a copy of the foreign-invested company registration certificate, a resolution of the board of directors (including dividends), and financial statements audited by a certified public accountant, you can remit the investment negligence. lose
    2. When an investor applies for a long-term residence visa (D-8 visa)