Today, we will review the process of applying for a D8 visa through the establishment of a domestic corporation by a foreign corporation, focusing on practical details.
Two young Western women visited our office. A, a Swedish national, and B, a Dutch national, jointly owned a corporation (merged company) in the Netherlands where they both served as co-CEOs. They wanted to establish a domestic corporation in Korea, also with both as co-CEOs, to export Korean products like cosmetics, clothing, and accessories to European countries, while importing European luxury brands into Korea. A wanted to obtain a D8 visa to stay in Korea for the business.
While I had handled cases of foreign corporations setting up domestic entities for D8 visa applications before, it was my first time dealing with a case involving two co-CEOs from different nationalities. The process, especially the corporate registration and banking procedures, took slightly longer than a typical D8 visa process.
Regardless of the complexity, the overall steps remained consistent. Below is the process for applying for a D8 visa when a foreign investor establishes a domestic corporation in Korea, you can have a look of this post comparing with a comparison to individual investments.
Process of Applying for a D8 Visa through Establishment of a Domestic Corporation by a Foreign Corporation
Foreign Investment Report→ Transfer Investment Funds→ Obtain Proof of Capital Deposit from the Reporting Bank→ Notarization and Corporate Registration→ Register Business → Open Corporate Account, Transfer Investment Funds→ Obtain Foreign-Invested Enterprise Registration Certificate→ Apply for D8 Visa
※ For detailed information on each step, please refer to the post above. In this post, we will focus on the differences and points to be aware of when comparing individual investments to corporate investments.
1. Foreign Investment Report
It is possible at a bank that handles foreign exchange transactions. The difference compared to individual investments is that the investor is in the name of a foreign corporation. Additionally, to verify the real owner of the investing corporation, the bank generally requests a corporate registration certificate from the relevant country (including a shareholder list and equity relationship).
If the corporate registration certificate from the relevant country shows that the actual owner of the investing corporation is not an individual but another third-party corporation, an additional document called the beneficial ownership declaration is requested.
※ In Korea, the business registration certificate and the corporate registration certificate are separate, but in many other countries, the business registration certificate itself serves as the corporate registration certificate. In China, it is called the "business license," and in Hong Kong, if it's a corporation, the business registration certificate includes all details about ownership and shareholding. In most European countries, the business registration certificate also serves as the corporate registration certificate, detailing ownership and shareholding.
2. Transfer of Investment Funds
If investors are in Korea, they do not necessarily have to return to their home country to transfer investment funds. While some countries may require local reporting and transfer regulations, if the principle that the sender and recipient are the same person (the individual or corporation who reported the foreign investment) is followed, online banking can be used.
In this case, the investors transferred the funds directly from their local corporate account to the domestic virtual account (created after the foreign investment report) via online banking without returning to their home country.
3. Issuance of Capital Deposit Certificate by the Reporting Bank
This is the biggest difference compared to individual investments. When an individual invests, they can open a personal Korean Won account, transfer the investment funds, and use the balance certificate to register the corporation. However, when a corporation invests, a personal balance certificate cannot be used to prove the corporate capital for corporate registration. Therefore, the bank must issue a capital deposit certificate proving that the investment funds are being held, which is then used for corporate registration.
The issuance of the capital deposit certificate is possible only after the representative registers as a customer at the bank.
Below is the list of documents that must be submitted to the bank for customer registration and to obtain the capital deposit certificate.
1) Required documents for customer registration
- Representative's passport
- Corporate registration certificate of the relevant country: the representative must be listed on the certificate
- Shareholder list of the relevant country
- Copy of foreign investment report
2) Required documents for capital deposit
- Request for Capital Deposit Management
- Copy of the minutes of the founders' meeting (with the resolution appointing the representative)
- Copy of the articles of incorporation
- Copy of stock subscription form
※ The documents listed above are required by a specific bank I use for setting up foreign-invested corporations. The documents required to issue a capital deposit certificate may vary by bank, so I recommend contacting the relevant bank directly.
4. Notarization and Corporate Registration
Once the bank issues the capital deposit certificate, corporate registration can proceed.
To register the corporation, there must be a corporate address, so a lease agreement for office space must be completed beforehand. At this point, many people ask,
1. How can we rent an office if the corporate account hasn’t been opened yet?
2. Can the representative rent the office using their personal funds?
3. If the office is rented with personal funds, will this cause any issues when applying for the visa?
4. If the office is rented in the representative’s name, how can this be done without a foreign registration number?
5. Is renting an office mandatory, or is it possible to use a home address or co-working space if the business can be registered?
ANSWER (1.2.3.4.
When signing a lease agreement, you can first make a preliminary contract in the name of the representative. Instead of a foreign registration number, you can use the passport number for the tenant information. After the corporate registration is complete, you can open the corporate account and settle the remaining balance using corporate funds, then rewrite the lease agreement in the name of the corporation.
ANSWER (5.
While it might have been possible to use a home address or co-working space in the past, it is no longer allowed.
Below is part of the guideline for D-8-1 visa concerning the business location:
◆ Additional documents to confirm the existence of an independent business location ◆
- Lease agreement, account transfer receipts, public utility bills, management fee receipts
- Short-term leases (less than 6 months), leases for residential-only spaces, and online-only businesses are not recognized in principle. Exceptions may be made in cases where business characteristics make this unavoidable.
※ For my case of D8 visa applications, I also submit several photos of the business location as evidence.
<Documents Required to Establish a Domestic Corporation by a Foreign Corporation>
1. corporation articles of incorporation
2. corporation registration certificate
3. corporation business registration certificate
※ In many cases, the corporate registration certificate and business registration certificate are the same document.
4. corporation shareholder list
5. General shareholders' meeting decision (including the agreement to invest in a Korean corporation)
6.Proof of the representatives' residential addresses
7.Office lease agreement
※ All documents except the lease agreement must be notarized and either apostilled or consular-confirmed, and must be translated into Korean for the registration officer..
※ Proof of the representatives' residential addresses is a required document for corporate registration. There is no specific document required, as long as it can prove the local address. In many Asian countries, addresses are listed on ID cards. In the U.S., a driver’s license serves as both an ID and proof of address. However, this is not the case for European countries, where ID cards do not list addresses.
For example, in Sweden, proof of address is issued by the tax office, and in the Netherlands, address information is included in the population register.
When an individual invests to establish a corporation, an auditor is required. However, when a corporation invests, an auditor is not mandatory.
Therefore, corporate registration can be completed even without an auditor.
5. Issuance of Business Registration Certificate
Once the corporate registration certificate is issued, the business registration certificate can be obtained from the tax office. This process is not significantly different from when an individual invests. With the corporate registration certificate, corporate seal certificate, lease agreement, articles of incorporation, shareholder list, passport, and foreign investment report, the business registration certificate can be easily issued.
Since this is a corporate business registration, it is reviewed by the corporate tax department, so it is rarely issued on the same day. The processing time is usually two days, and the certificate is typically issued within that time. In this case, since there were two co-CEOs, corporate seal certificates for both were submitted.
6. Opening a Corporate Account and Transferring Investment Funds
After obtaining the business registration certificate, a corporate account can be opened at the bank where the foreign investment was first reported, and the investment funds held by the bank can be transferred to the corporate account. Then, the corporate funds can be used for business expenses (e.g., purchasing office furniture/equipment, paying the balance on the lease). It's important to keep all receipts for purchases since they will be needed when applying for the D8 visa to prove where the corporate funds were spent.
7. Issuance of Foreign-Invested Enterprise Registration Certificate
While transferring the investment funds to the corporate account, you can also apply for the foreign-invested enterprise registration certificate. In other words, during a single visit to the bank, you can open the corporate account, transfer the investment funds, and apply for the foreign-invested enterprise registration certificate. The documents required for this process are the same as those for individual investments.
※ For the required documents for issuing a Foreign-Invested Enterprise Registration Certificate, please refer to the post above.
8. D8 Visa Application
Once the foreign-invested enterprise registration certificate is issued, the next step is to apply for the D8 visa. The documents required for the D8 visa application vary depending on the applicant's circumstances. While the basic required documents remain the same, the specific documents needed to prove the source of investment funds, expertise, and how the corporate funds were used may vary. Additionally, the specific immigration office and the reviewing officer may request different additional documents.
Below is the list of documents submitted by the applicant in this case for the D8 visa application,
1. Integrated application form (with passport photo attached), original and copy of passport ※ No fee for changing status or issuing a foreign registration card for the D8 visa. |
2. Original and copy of business registration certificate, original and copy of foreign-invested enterprise registration certificate ※ Since original verification is often required, it is recommended to attach the original documents during the initial application. |
3. Corporate registration certificate, shareholder list, and details of any changes in shareholders (if applicable) |
4. Proof of residence – lease agreement, etc. |
5. Proof of business location - Office lease agreement, transfer receipts for deposit, rent, and management fees, additional confirmation of public utility payments (if applicable) - Photos of the office (exterior, signage, interior, etc.) |
6. Proof of investment funds - Remittance confirmation, foreign exchange purchase certificate |
7. Proof of capital usage - Copy of corporate bankbook and transaction history, receipts for office supplies, etc. ※ Payments for the lease deposit, rent, and management fees should be made from the corporate account, and the landlord’s account number in the lease agreement should match the recipient account number in the corporate account transaction history. ※ If the office and supplies were purchased using a personal account, the transaction history of that account should also be included. |
8. Proof of the source of investment funds (easier to prove for corporate investors than for individuals) - Shareholders’ decision in the Dutch corporation to invest in Korea (translated into English and apostilled) - Shareholder list of the Dutch corporation (translated into English and apostilled) - Balance certificate and transaction history of the Dutch corporation’s account ※ There is no set period for the transaction history, but I usually submit three months' worth of transaction history to prove that the company is operating well. ※ The transaction history of the foreign corporation’s account must show the transfer to Korea, and the remittance amount must match the amount on the remittance confirmation issued by the bank that handled the investment report. ※ The remitter and recipient must be the same corporation as indicated on the remittance confirmation. |
9.Proof of expertise and business performance - Business plan (detailing what business or work the applicant did in their home country, what business they intend to do in Korea, and their plans step-by-step) - Applicant’s degree certificate (translated into English and apostilled) - Dutch corporation’s business registration certificate (translated into English and apostilled) - Contract with a domestic company and proof of overseas shipment of domestic products (shipment records, transaction history, invoices) ※ In this case, the applicant studied business management at a Swedish university, and the business purpose stated on the Dutch corporate registration matched closely with the business to be conducted in Korea, meaning the expertise was well-proven. ※ The Dutch corporation had signed a contract with a domestic company that acted as an agent to purchase the Korean products requested by the Dutch corporation and arrange their shipment to Europe. |
10.Dispatch order and employment certificate - The dispatch order from the Dutch corporation indicated the dispatch of one of the co-CEOs to Korea, specifying the dispatch period, salary, place of work, position, and job duties. |
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