TOBY & JUSTIN 
SAMDO ACCOUNTING FIRM

DETAILED PROCEDURES / 법인 및 지점 설립절차 

* The below only describes general procedures of incorporation. Procedures may seem too complicated but please don't worry,  we will guide you step-by-step.
 

 

Incorporation procedures of foreign investment company

 

Foreigners must take several legal steps before finally making an actual investment. Each of the steps may vary, depending on the type of investment to be made. The following is the standard preliminary procedures:

  (1) Notification of foreign direct investment
  (2) Carrying-in of capital to make investment
  (3) Incorporation
  (4) Registration of Incorporation
  (5) Business registration
  (6) Account transfer of investment capital
  (7) Registration of foreign investment company

 

     1.  FDI Notification

• Subject of notification: Foreign investors or their proxy (a power of attorney is required when   using a proxy)
• Notification place: Foreign Exchange Banks, KISC
• Required documents: FDI notification form
• Processing period: On-the-spot

 

     2.   Carrying-in of FDI Capital
• Ways to carry in investment capital: Remitted from overseas or hand-carried through customs
• After investment capital is remitted from overseas to a FEB in Korea, the capital shall be converted into Korean Won and be deposited into a temporary account
• Later, the capital will be transferred to a 'share subscription account', and when this transaction is made, the bank will issue a certificate verifying a custody of paid-in capital, which is required in the registration of incorporation.

 

     3.  Registration of Incorporation

 

     4.  Business Registration

 

     5.  Account Transfer of Investment Capital
•After procedures for the registration of incorporation and for the business registration are completed, the remitted capital, which is deposited in a temporary account, will be transferred to the company account.

 

     6.  FDI Company Registration
•Registration period: within 30 days from the date on which the payment required has been completed
•Registration place: Institution where a FDI notification has been filed
•Required documents: - Application form for FDI registration, Certificate of exchange/deposit of foreign currency ( In case of FDI in kind, a certificate of completion of FDI in kind is required), Transcript of incorporation registration ( In case of private business, a certificate of business registration is required)

 

 

외국인투자회사의 설립절차

 

(1) 외국인투자회사 설립 흐름도 
외국인 투자신고 →  외국인투자자금송금 →  회사설립등기  → 사업자등록 →  납입자본금의 법인계좌이전 →  외국인투자기업등록   

 

(2) 외국인투자신고 
신고인:  투자자 또는 대리인
신고장소:  외국환은행  

제출서류로는 신주취득에 의한 외국인 투자신고서와 위임장입니다.

 

(3) 투자자금도입은 내·외국계 모든 은행의 외환업무 담당에서 처리가 가능
송금시 유의할 점은 ①투자자의 명칭과 ②외국인 투자기업의 명칭, ③외국인 투자기업의 설립자본금임을 명시하여야 합니다. 

 

(4) 회사설립의 법원등기   

 

(5) 사업자등록   

 

(6) 납입자본금의 법인계좌 이전 

 

(7) 외국인투자기업등록증명

투자장소:  외국인투자신고를 한 기관 (외환은행)
등록기한:  출자목적물 납입완료일로부터 30일 이내

제출서류로는 외국인투자기업등록증명서와 법인등기부등본, 외국환 매입 증명서입니다.

 

 

 

Branch Establishment

To establish a branch in Korea, a foreign company must register with the following three governmental bodies:
(1) The Foreign Exchange Bank (“FEB”)
(2) The Commercial Registry Office of the District Civil Court 
(3) The Korean Tax Authorities 

 

Please find below an outline of documents that should be submitted for each of the above governmental bodies.

 

 (1) Registration with the FEB 

 

Foreign investments into Korea are governed by a set of well-defined regulations contained in the Foreign Investment Promotion Law (“FIPL”) and backed by rules and regulations issued by the Ministry of Finance and Economy (“MOFE”).   

To establish a branch in Korea, a foreign company is required under FIPL to obtain the approval from the FEB for its proposed investment in Korea.  Application for the FEB’s approval takes the form of a submission of the following documents: 

1.   Branch Application 
2.   Power of Attorney appointing one as an agent of the head office and conferring upon him the authority to prepare, execute, and file requisite documents required for affecting a foreign corporate branch registration and to perform any and all related acts.  We generally appoint one of our staff members with full power of attorney. 
3.   Power of Attorney giving branch representative the power to establish and operate its Korean branch 
4.   Certificate of Corporate Registration if one is available for regulatory bodies in the country of the home office or Certificate of Corporate Information of home office incorporating the branch in Korea.  

 The above documents except for first document should be notarized. 

 

 

(2) Registration with the Court 

Pursuant to the Korean Commercial Code, a branch office of a foreign corporation should be registered with the district court as a legal entity.  All operations would then be carried out under the name of the legal entity.  The documents required to register with the district court include the following: 

1.   A copy of the Articles of Incorporation of the foreign corporation establishing the Korean branch. 
2.   A Certificate of Corporate Information.
3.   A Certificate of Corporate Resolution approving the establishment of a branch in Korea and appointing branch representative. 
4.   A Power of Attorney appointing one as an agent of the head office and conferring upon him the authority to prepare, execute, and file requisite documents required for effecting a foreign corporate branch registration and to perform any and all related acts.  We generally appoint one of our staff members with full power of attorney. 
5.   Acceptance of appointment signed by branch representative. 
6.   Certificate of signature of branch representative if he is a foreign national.  

All of the above documents should be notarised.  Moreover, to register the branch, the nationality, the birth date (a passport copy or resident certificates for Korean citizens would do) and the address in Korea (if any) of the representative of the branch must also be provided.

 

 

 (3) Registration with the Korean Tax Authorities 

After registration with the FEB, the Korean branch should also register with the Korean tax authorities.  These documents may be prepared locally and includes the following: 

1.   Report on establishment of the Korean office on the designated form.
2.   A Certificate of Corporate Resolutions approving the establishment of a branch in Korea and appointing branch representative.
3.   Court registration certificate.
4.   Approval certificate from the FEB regarding the establishment of the Korean branch.
5.   Copy of office lease agreement.
6.   Copy of the Articles of Incorporation of the foreign corporation establishing the Korean branch.
7.   Beginning balance sheet and details of balance sheet items.
8.   Copy of the Korean branch representative’s passport (if Korean branch representative is a local national, a resident registration certificate).  

Upon completion of the registration process with the tax authorities, the Korean branch will receive a tax identification number. After it has obtained this tax identification number, it may perform its activities in Korea.

 

 

외국회사의 한국지점설치절차

 

(1) 지점설치 흐름도 

 

지점설립신청 → 외국환은행 (업종에 따라서는 재경부 및 관계기관의 심의가 필요) → 지점설립신고수리인가  → 법원등기  → 사업자등록    

 

(2) 지점설립신고

원칙: 지정거래외국환은행의 장에게 신고
재경부신고사항:  
•자금의 융자, 해외금융의 알선 및 중개, 카드업무, 할부금융 등 은행업 이외의 금융관련업무
•증권업무 및 보험업무와 관련된 업무
•외국인투자촉진법 등 다른 법령의 규정에 의하여 허용되지 않 는 업무
•공서양속을 해칠 우려가 있다고 인정되는 업무

외국환은행에 신고시 제출서류로는 외국기업국내지점설치신고서, 본사의정관, 국내지사장임명장, 대리인에게 위임시 위임장, 본사의 등기부등본 또는 영업허가서입니다.  

 

(3) 지점설치의 법원등기

 

(4) 사업자등록