Incorporation Procedure

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Incorporation Procedure

Incorporation Procedure

The incorporation procedure of foreign-invested company pursuant to the Foreign Investment Promotion Act consists of the following: foreign direct investment notification, remittance of investment funds, registration of incorporation, acquisition of authorization and permission, notification of incorporation, business registration and registration of foreign-invested company. The procedures applied to foreigners are basically the same as those applied to Koreans with the exception of two additional steps of foreign direct investment notification and registration of foreign-invested company. It takes about two weeks for all those procedures and residence visa is issued after the registration of the company.

※ Related laws: Articles 5 and 21 of the Foreign Investment Promotion Act, Articles 6 and 27 of the Enforcement Decree of the Act, Articles 2 and 17 of the Enforcement Rules of the Act.

Some of the required documents must be apostilled, while signatory nations of the treaty are as follows. In case of non-signatory nations, only notarization of the Korean consulate located in the country is valid.

Foreign DirectInvestmentNotification
Remittance of Invested
Funds
Registration
of Incorpo-
ration
Authori-
zation and
Permission
Notification of Incorpo-ration and Business Registra-tion
Opening a
Corporate
Bank Account
Registration
of Foreign-
invested
Company

Foreign Direct Investment Notification

A foreign investor is required to pre-notify the FDI to KOTRA (Foreign Investor Support Center in KOTRA headquarters or at overseas investment hub offices) or a foreign exchange bank.

REQUIREMENTS

Foreign Direct Investment Notification

2 copies of the notification form
Enforcement Rules of the Foreign Investment Promotion Act, Attached Form 1: notification of foreign investment by acquisition of stocks or contribution and application for its permission
Foreign investor’s certificate of nationality
foreigners: passport; Foreign corporation or organization: business license, certificate of incorporation, or proof that the said corporation or organization is based in the said country

In case of non-cash investments

Documents certifying object of investment
e.g. documents certifying the monetary value of industrial property rights, etc.
Where an agent files an application: Power of Attorney and the agent's identification (ID card)

※ Contact: KOTRA Investment Consulting Center (1600-7119)

Remittance of Invested Funds

The foreign investor may wire-transfer the invested funds to a temporary account of a local foreign exchange bank in Korea or hand-carry foreign currency. In the latter case, the foreign currency should be declared to the customs to obtain a foreign exchange declaration certificate.

As a rule, the invested funds should be paid to acquire equity shares, etc. based on the given procedure, and the certificate of payment of stock subscription money should be submitted to the court. In case of a company with paid-in capital of less than KRW 1 billion, however, a bank account balance certificate may be submitted to the court after opening a passbook account at a local bank. The funds may be withdrawn from such bank account freely for business purposes.

Registration of Incorporation

The registry division in the court accepts the application for the registration of incorporation and it takes two to three days for the registration. The required documents can be checked on the list of application forms and required documents from the Registry of Supreme Court Internet Register Office.

REQUIREMENTS

Registration of Incorporation

Online Registry of Supreme Court www.iros.go.kr ▶Library ▶Registration application form ▶Corporate registration ▶ Search (Registration of incorporation)

※ Contact: Corporate registration handling department of the Registry of Supreme Court (1544-0773→2→3)

Authorization and Permission

Where deemed necessary for business, a foreign investor must acquire the authorization and permission from the competent authorities: District Office, Health Center, Ministry of Food and Drug Safety, etc. The processing period may vary depending on the sort of authorization and permission for the type of business.

Notification of Incorporation and Business Registration

Every tax office accepts notification of incorporation and business registration regardless of the jurisdiction. It takes three days for the registration.

REQUIREMENTS

Notification of Incorporation and Business Registration

Application form
Enforcement Rules of the Corporate Tax Act Form 73: Notification of incorporation and application of business registration
Articles of incorporation / Lease contract / Incorporation registration certificate / Shareholder’s list / Foreign currency purchase certificate /Representative’s passport / Foreign investment notification form Certificate of authorization and permission (where necessary) etc.
Where an agent files an application: copy of the agent’s ID card

※ Contact: Department handling value added tax at the National Tax Service (1544-0773→2→3)

Opening a Corporate Bank Account

A foreign investor may open a corporate bank account at a foreign exchange bank immediately. However, the choice of bank requires careful consideration since opening additional accounts at another bank is restricted for 20 business days.

REQUIREMENTS

Opening a Corporate Bank Account

Incorporation registration certificate / copy of business license / certificate of corporate seal impression / corporate seal / copy of the representative’s passport / Shareholders’ list of headquarters (document certifying actual owner) / shareholder's list
Where an agent files an application: copy of the agent’s ID card

Registration of Foreign-invested Company

After the registration of incorporation , foreign-invested company registration shall be undertaken at KOTRA or at a foreign exchange bank where the notification was first made as the last step of FDI incorporation. The registration should be completed within 60 days following the payment of the object of investment.

Invest KOREA

KOTRA site