The typical procedure for establishing a foreign-invested corporation to obtain a D-8 visa is as follows
Foreign Investment Declaration→ → Remittance of Foreign Investment Funds → Company Establishment Registration → Business Registration/Corporate Establishment Declaration → Transfer of Paid-in Capital to Corporate Account → Foreign-Invested Enterprise Registration → Application for D-8 Visa
1. Foreign Investment Declaration
1.Declarant: Investor or representative ※ If a deputy is declaring, attach a notarized power of attorney with the investor's signature
2.Submission Location: KOTRA or domestic bank branches designated as entrusted institutions for foreign investment declaration and post-management authority, or foreign bank branches in Korea.
3.Required Documents
○ Two copies of the foreign investment declaration form based on the acquisition or contribution of new shares
○ For foreign individual investors, a nationality certificate (a passport copy for individual investors)
○ For foreign corporate investors, a corporate certificate (a certificate issued by foreign administrative authorities such as the Ministry of Commerce)
○ Power of Attorney (in the case of a deputy declaration). If the investor is in Korea, they must visit in person
2. Remittance of Foreign Investor Funds
1.Remittance method
- Remittance or hand carry (for customs declaration)
※ (When hand-carrying funds, declare the foreign currency to customs upon entry and obtain the "Foreign Exchange Declaration Certificate.")
2.Opening a Remittance Account - Open a domestic non-resident foreign currency account (external account) to remit funds or use the temporary number provided by foreign exchange banks. - When using a temporary number, you can remit and receive funds with recipient and recipient bank information, even without an account number. 3. After remittance, exchange the funds and deposit them into a deposit account for the capital payment, known as a "securities subscription deposit account" 4. The bank will issue a deposit confirmation certificate, which is required during company registration, This certificate is required during company establishment registration 5. Note that different banks may have varying requirements for documents such as articles of incorporation, minutes of the founding general meeting, and minutes of the board of directors' meetings, and they may request notarized copies. Therefore, it is advisable to check with the bank in advance
3. Company Registration
1. Registration Period
(1) Recruitment Establishment : Within two weeks from the end of the founding general meeting.
(2) Voluntary Establishment : Within two weeks from the day the investigation of the establishment process is completed.
2. Key Decisions Before Registration
(1) Composition of promoter
○ A joint-stock company requires one or more promoter
○ The promoter is the person who signs or affixes their seal on the articles of incorporation. There is no restriction on who can be a promoter, even if they are a foreigner or a non-resident in Korea
○ The promoter must subscribe to shares in writing (at least one share), making them a shareholder in the company
(2) Preliminary Confirmation of Identical Corporate Names
○ When establishing a corporation, you can check in advance whether the identical corporate name you want to use is already in use by another party on the Supreme Court's website (www.iros.go.kr) "Corporate Name Lookup"
3.Documents Required for Registration
(1) The list of required documents for registration
1. Application for registration of a joint-stock company establishment
2. Articles of incorporation (notarized, except for companies with less than KRW 1 billion in capital)
3. Written evidence of share subscription
4. Stock subscription form (for recruitment establishment)
5. Consent to stock issuance
6. Consent to shortening the convening period for the founding general meeting
7. Minutes of the founding general meeting (notarized, except for companies with less than KRW 1 billion in capital)
8. Minutes of the board of directors' meeting (same as above)
9. Custody certificate of paid-in capital
10. Investigation Report of Directors or Auditors or Audit Committee
11. Property transfer certificate (for in-kind contributions)
12. Notarized founding corporate information report
13. Notarized appraiser's valuation report
14. Inspector's Investigation Report Copy
15. Foreign Investment Declaration Certificate
16. Acceptance of inauguration
① Korean National: After stamping, attach a seal certificate and a copy of the resident registration
② Foreign Nationals: Attach the original copy of the signed and notarized acceptance of inauguration, along with a passport copy
17. Seal Registration
18. Translation (if essential documents such as the acceptance of inauguration are in a foreign language)
18. Confirmation of Registration Tax Payment (Obtained from the tax office of the district where the head office is located)
19. Receipt of Payment Certificate from the Supreme Court
20. Power of Attorney (if submitted by a proxy)
21. Individual seals of executives and the promoters (including foreigners)
22. Corporate seal stamp
23. Application for Corporate Seal Card issuance (after corporate registration)
※ Items 11, 12, 13, and 14 are required if there are items related to in-kind contributions or other special establishment circumstances
(2) Documents to be Prepared Abroad
○ The documents to be prepared abroad vary depending on whether the investor is an individual or a corporation, and in the case of Japanese or Taiwanese investors, the documents required are the same as those prepared by Korean corporations or individuals
◆ If an individual investor ◆
Acceptance of inauguration (prepared by all individuals appointed as officers)
- For Korea, Japan, and Taiwan : Acceptance of inauguration with an official seal
- For other countries : Acceptance of inauguration with a signature, followed by notarization
Certificate of Seal Impression and Resident Registration Copy (for attachment to the power of attorney and aAcceptance of inauguration if necessary)
- Korea/Japan/Taiwan: Resident registration certificate, seal registration certificate
- Other countries: Proof of address issued by the place of residence, original copy of signature certificate
Power of attorney (prepared by all individuals whose names are mentioned in documents such as the power of attorney, acceptance of office)
- Korea/Japan/Taiwan : Seal impression on the power of attorney
- Other countries : Signature on the power of attorney followed by notarization
Passport copy (for all foreigners)
◆ If a corporate investor ◆
Acceptance of inauguration (prepared by all individuals appointed as officers)
- For Korea, Japan, and Taiwan : Acceptance of inauguration with an official seal
- For other countries : Acceptance of inauguration with a signature, followed by notarization
Certificate of Seal Impression and Resident Registration Copy (for attachment to the power of attorney and aAcceptance of inauguration if necessary)
- Korea/Japan/Taiwan: Resident registration certificate, seal registration certificate
- Other countries: Proof of address issued by the place of residence, original copy of signature certificate
Corporate registration copy and corporate power of attorney
- Korea/Japan corporations : After obtaining a corporate seal impression on the power of attorney, attach the corporate seal impression certificate and corporate registration copy, one each
- Other countries : The foreign investment corporation's representative director in Korea must sign and notarize the power of attorney and attach a notarized corporate certificate
Power of attorney (prepared by all individuals whose names are mentioned in documents such as the power of attorney, acceptance of office)
- Korea/Japan/Taiwan : Seal impression on the power of attorney
- Other countries : Signature on the power of attorney followed by notarization
Passport copy (for all foreigners)
(3) Notes for Document Preparation (Applicable to both corporate and individual investors)
◊ Acceptance of inauguration
A document including consent to assume a position as an executive (director, representative director, auditor) of the intended Korean local corporation, including the address of the Korean local corporation to be established and the executive position to be taken up, and elements such as the signature or seal impression.
◊ Signature Certificate
A written document proving that the signature on documents such as the power of attorney and acceptance of office is your own (matching the signature on your passport).
◊ Proof of Address
Proof of your address as mentioned in documents such as the acceptance of office. Only executives (representative directors) should prepare this document.
◊ Foreigners (excluding Japan and Taiwan) must obtain the power of attorney, acceptance of inauguration, signature certificate, and proof of address from their home country's government office or have them notarized by a notary public in their home country (foreigners, including those with permanent residency, residing in Korea can obtain notarization from a domestic legal office). This applies to executives of a Korean local corporation being established, including directors, auditors, and representative directors.
◊ Power of Attorney
A document authorizing the person making the application for company establishment registration (representative director or legal representative) to act on behalf of the investor and the local Korean corporation for actions necessary for the establishment of the local Korean corporation. Note that if there are notarized records for the founding general meeting, board of directors' meeting, etc., additional copies of the power of attorney and seal certificate or signature certificate required for notarization must be provided.
◊ All shareholders and executives (including foreigners) whose names are mentioned in documents should prepare stamps and seals from Korean local corporation.
◊ The promoters and executives do not have to be the same individuals, and it doesn't matter if they are domestic or foreign residents in the case of executives of the intended Korean local corporation
4. Business Registration/Corporate Establishment Declaration
1. If you apply for business registration and corporate establishment declaration simultaneously
※ Generally, the application for corporate establishment declaration and business registration is made simultaneously on a single sheet of paper kept at the tax office
(1) Application Location
Tax office in the location of the head office or KOTRA (only for if tax offices in Seoul)
(2) Deadlines
○ Business registration : Within 20 days from the business start date.
○ Corporate establishment declaration : Within 2 months from the corporate establishment registration date.
※ In most cases, business registration and corporate establishment declaration are processed simultaneously at the tax office.
(3) Required Documents
○ Corporate establishment declaration and business registration application
○ Original copy of corporate registration copy
○ Copy of the articles of incorporation (attach a detailed list of in-kind contributions when making in-kind contributions)
○ Original copy of the list of shareholders or contributors (with corporate seal impression)
○ Copy of Business Permit, etc. (for businesses requiring permits, licenses, or prior notifications) ☞ For example, in the case of businesses subject to prior notification such as banking, financial investment-related businesses, defense industries, etc
○ Lease contract copy (if the business place is rented) ※ If only a portion of a commercial building is rented, an additional submission of the drawing of that part is required (only applies to leases with less than KRW 240 million in Seoul, KRW 190 million in overpopulated areas, KRW 150 million in metropolitan cities, and KRW 140 million in other areas)
○ Other documents such as tax management representative appointment declaration (if there are no employees in charge of tax matters in Korea), copy of the foreign exchange purchase and deposit certificate, copy of foreigner registration card or passport (if the representative is a foreigner or a permanent resident)
2. If do Business Registration first
(1) Usually, corporate establishment declaration and business registration applications are made simultaneously
(2) foreign investor makes an in-kind contribution to establish a corporation, business registration must be completed before the customs clearance of the in-kind contribution purpose item to receive a refund of value-added tax
(3) In such cases, the following documents are required when applying for business registration
○ Resident Registration Copy of the promoter
○ Copy of Lease Agreement
○ Copy of the business permit application (if applicable) or a business plan
5. Transfer of Paid-in Capital to the Corporate Account
- Once the procedures for corporate establishment registration and business registration are completed, the newly established company gains corporate status, and only then can the paid-in capital stored at the bank be transferred to the corporate account ※ Note that when transferring paid-in capital to the new account, you will need the corporate registration copy, corporate seal impression certificate, corporate seal, copy of the business registration certificate, stamps to be used on the account book (individual/corporate), and the original identification of the representative director. Each bank may have different requirements for documents, so it's essential to verify in advance
6. Registration of Foreign-Invested Enterprises
(1) Registration Location : The institution where the foreign investment report was submitted
(2) Deadline : Within 30 days from the date of completion of the contribution purpose item payment
※ In most cases, after receiving the business registration certificate from the tax office, registration is applied
(3) Required Documents
○ Foreign-Invested Enterprise Registration Application Form
○ Original copy of corporate registration (1 original copy)
○ Copy of foreign exchange purchase and deposit certificate (1 copy)
○ Shareholder list
(4) When you submit the above documents, the Foreign-Invested Enterprise Registration Certificate will be issued immediately. This certificate is required for the following purposes
- When remitting investment funds abroad
※ f you have a copy of the Foreign-Invested Enterprise Registration Certificate, a board resolution (including dividend details), and audited financial statements required for public accounting, you can easily complete the remittance process compared to the regular overseas remittance procedures
- When applying for a D8 visa