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Incorporation Service

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Incorporation Procedure

  • 1. (Prior) Investment consultation

    In order to decide the ideal investment type, sufficient consultation about the contents of the foreign investor intends to invest is helpful to save the time and energy to prepare documents and to report the foreign investment accordingly.

    (1) Check business details and identify the sector (Korean Standard Statistical Classification)
    (2) Check investment restrictions stated on Foreign Investment Promotion Act or other Korean law)
    (3) Decide investment type
    • * Decide whether a company is LLC, LC, Corp, etc.
    • * Decide investment amount and stakeholder structure (check whether the investment meets the requirement stated on Foreign Investment Promotion Act)
    (4) Choose business site
    • * Review business site based on contents of a business
    • * Decide whether to rent or acquire a business site
  • 2. Investment report
    (1) investment sector: Contents of investment (Had to be recorded based on the Korean Standard Statistical Classification)
    (2) Investment amount: 100million KRW per business (modified from 50million KRW to 100million KRW in 2010)
    (3) Investment portion: No less than 10% per business

    (In case the investor is two or more person, the requirements of above (2) and (3) shall be met)

    (4) Name of the investor, an official name, nationality
    (5) Name of invested business, an official name, nationality

    • (Attachment 1) Foreign investment report (format)
    • (Attachment 2) (Power of Attorney) (format)
    (*) In case the business is not subjected to foreign investment report
    • - Report foreign exchange transaction (report securities acquisition) based on Foreign Exchange Transactions Act
    • - It is convenient to open an account of one of the shareholders at the same time.
  • 3. Investment report and confirmation document (Issued immediately)
    (1) Report to Korea Trade Investment Promotion Agency (KOTRA) or FX bank
    • (Check sectors to be reported), (Check necessary documents)
    (2) In case reporting for entering the country
    • 1) Individual: passport
    • 2) Company: passport of the representative
      Document to verify the company (Copy of corporate registration, copy of business registration certificate of other official documents)
    (3) In case for agencies
    • 1) Notarized letter of investment reporting (some banks require confirmation for Korean consul or Apostille
    • 2) Individual: passport
    • 3) Company: passport of the representative
      Document to verify the company (Copy of corporate registration, copy of business registration certificate of other official documents)
    (4) In case the investment amount is sent in advance, investment reporting has to be made before the exchange
  • 4. Remittance from foreign countries

    (Transferring capital from foreign countries to domestic branches of fx bank)

    (1) Required information
    • 1) Name of the bank e.g) Woori Bank Seoul Global Investment Center, KOOKMIN BANK
    • 2) Name of the sender: Foreign investor
    • 3) Name of the receiver: Name of the company
    • 4) Purpose of the fund: “In order to establish () company, or for investment purpose”
    (2) When to send investment funds
    Generally, it can be made immediately after submitting investment report, but investment can be done before submitting the document.
    However, in case the remittance has been received before filing documents, the fund shall not be exchanged before the filing.
    (Attachment3) Remittance Instruction (Form)
    (3) Issuance of foreign currency certificate
    • 1) Foreign currency purchase certificate or foreign currency deposit certificate
    • 2) Certificate of deposit payment or balance certificate (for corporation registration)
      <= Judicial scrivener can work as an agent for issuing aforementioned documents
  • 5. Check documents before implementing the incorporation registration procedure

     The establishment of FDI companies is basically the same as that of a general domestic corporation.
    However, if the shareholders or executives are foreigners, the form of the documents to be prepared is more complicated, and it takes a lot of time to prepare the documents. In addition, the document form will vary depending on whether foreign shareholders or executives can stay in Korea at the time of establishment and proceed with the establishment work.

    (*)Preparation of necessary documents for the company establishment registration is checked based on the attached form.
    (Attachment 4) Preparation for establish FDI company and necessary documents (Form)
    be established for the establishment of a foreign corporation.

  • 6. Registration Procedure

    ((The registration procedure basically the same as that of a general domestic corporation, but note that there are additional documents in preparation of documents for foreign corporations.)( <= Judicial scrivener works as agency for procedures)

    (1) Basic requirements
    • 1) At least 3 directors, including representative director, 1 auditor (In case capital exceeds 1billion KRW)
    • 2) At least 4 shareholder, including a subscriber (More than 3 initiators, 1 subscriber)
    • 3) In case capital amount is less than 1 billion, the company can be established with a total two members, director and auditor
    • 4) In case there is an executive who is not shareholder, notarization process is more simplified)
    (2) Required documents, in case the initiator (shareholder), executive is a foreigner
    • 1) In case the initiator (shareholder) is a foreigner
      ① Three ③ copies of the power of attorney notarized in the home country (Including articles of association, minutes)
      If a foreigner is not present in the country or if he / she shall notarize the letter of attorney which states that the company is delegating the power ○○○.
      ② Copy of passport (if the shareholder is an individual)
      ③ Certificate of a corporate identity (if the shareholder is a corporation)
      (Existence of foreign corporation, document proving representative director and headquarter location)
      ④ If it is possible to issue a seal certificate, like Japan, Taiwan, put a corporation or individual seal and affix seal certificate.
      ⑤ All documents shall be translated.
    • 2) In case the director or auditor is foreigner.
      ① If he/she is not visiting Korea
        - Sign the inauguration letter and letter of proxy (including the seal declaration for representative director) and notarize in the notarized office of the home country or the government office of the home country and issue Apostille.
        - Notarize inaugural letter of attorney with copy of passport
        - passport copy
      ② If he/she is visiting Korea
        - Sign the inauguration letter and letter of proxy (including the seal declaration for representative director) and notarize in the Korean notarized office or the embassy of the home country in Korea and issue Apostille
        - Notarize inaugural letter of attorney with copy of passport
        - passport copy
      ③ If it is possible to issue a seal certificate, like Japan, Taiwan, put corporation or individual seal in the inauguration letter and attach seal certificate, identification card(copy of passport, ID card, driver’s license)
      ④ All documents shall be translated.
    • 3) In the case of a foreign representative (additional documents)
      ① Inauguration letter, seal declaration (form), notarized letter and Apostille
      ② Certificate of verifying the company address shall be notarized and issue Apostille (Representative Director’s address shall be included)
        - In case there is address certificate, one can verify the address in home country (Japan, Taiwan, etc.)
        - If case there is no address certificate, one shall notarize the address certificate, and issue Apostille.
        (Address cannot be notorized in Korea)
      ③ Copy of passport
  • 7. Completion of corporate registration & application for business registration
    (1) When the corporation registration is completed,

    a copy of the registration certificate, a list of shareholders and a copy of the lease agreement shall be submitted to tax office within the jurisdiction as establishment of FDI(Foreign Direct Invested) company and application for business registration

    (2) Opening the company’s bank account

     * When business registration certificate is issued, bank account can be made
     * Transfer the capital account to the company’s corporate account
     * Open the corporate banking book and card
     * Initiate business as a corporation

  • 8. Application and issuance of foreign-invested company registration certificate
    (1) FDI company application form (attached file)
     * Copy of corporation registration certificate, business registration certificate
     * "Foreign currency purchase certificate" for received foreign currency fund
    (2) Initiate business activities as a FDI company
  • (*)Issuance of Investment visa (D-8)
    (1) In case of foreign investment 8 days of investment visa can be issued per 100 million won of investment.
    (2) Corporate investment visa (D-8 visa)

  • ☞ Things to check in advance
    1. Check whether the invested amount exceeds 100 million KRW (10% or more) or more than 1 billion KRW.
    2. Confirm that the investor is an individual or corporation
    3. Whether the investor (representative of the corporation) visits Korea
    4. Whether directors are foreigners
    5. Whether a foreign director visits Korea
    6. Whether there is an appointed Korean director or the schedule can be met

    (*) Time schedule table (example)
    Item Period Time Note
    1. Pre-consultation Before transmitting the fund for establishing FDI company 1day Consultation on basic information about the establishing company
    2. Report FDI company After the fund is transmitted 1day Including time for fill in documents
    3. Sending the fund After or before reporting establishment of FDI company 1day Foreign currency
    4. Check necessary documents After transmitting the fund for establishment of the company 7days Check necessary documents
    5. Registration of incorporation After transmitting the fund for establishment of the company (and documents are ready to be submitted) 7days 5 to 7 days including the preparation time
    6. File for company establishment and apply for business registration Immediately after the registration of incorporation 3days Immediately, if there is no significant issues
    7. registration for FDI company after the registration of incorporation 1day  
    (*) register for investment visa (D8) and foreigner registration(staff members) After FDI company is registered *days Only if necessary
    Total Approximately 21days
Subject
Process Flow for Liaison Office Setup of Foreign Company
Writer
Manager
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Date
2015-12-22


Process Flow for Domestic Branch Setup of Foreign Company


(Case: Liaison Office)



Enclosed please find the "Process Flow for Liaison Office Setup of Foreign Comapny" in English and Korean.

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