외국인투자법인설립 영문 안내문

1. 회사 형태 안내 — 주식회사와 유한회사

First of all, foreigners or foreign companies intending to establish a company in Korea (hereinafter referred to as “the foreign investors”) they have to determine the type of business they want to do in Korea.

ﾞ Jusik hoesa and yuhan hoesa are most commonly used types of companies in Korea. They have many features in common. Their capital stock is divided into units, and holders of such units are liable only up to their respective investment amounts. ﾞ Jusik Hoesa is most similar to a corporation in the US, notwithstanding certain jurisdiction-specific nuances and variances.

For numerous reasons, such as more financing options, listing and issuance of corporate bonds, and clarity of applicable laws, jusik hoesa is the most common type of business entity in Korea. ﾞ Unlike a jusik hoesa, yuhan hoesa’s equity interest cannot be securitized. Further, such units are less freely transferable than shares in a jusik hoesa.

But some investors prefer the yuhan hoesa due to less strict disclosure, audit, and other legal requirements. For example, yuhan hoesa has no external audit requirement. ﾞ The procedure and required documents of incorporation are the same for two types of company.

2. 설립 절차 — 외국인투자 신고부터 외국인투자기업 등록까지

The foreign investors are required to perform the following procedures

1. A. Foreign investment Notification
2. i. File an application for the establishment of a company with a bank operating in Korea. Upon obtaining the bank’s acceptance of the application, the foreign investors shall have the company registered with the bank. (Hereinafter referred to as “Bank Registration”).
3. ii. Investment Fund Remittance
4. Foreign investors must remit investment funds through the bank under the very foreign investors’ name to the company name which the foreign investors will incorporate in Korea.
5. B. Corporation Establishment Registration
6. The Foreign investors shall register the corporation with a court.(Hereinafter referred to as “ Court Registration ”).
7. C. Business Registration
8. Upon completion of the steps above, the foreign investors shall report and register establishment of a company to a tax office for taxation purposes. (Hereinafter referred to as “ Tax Registration ”).
9. D. Registration of a Foreign-Invested Company
10. At last, the established company shall be registered as the foreign-invested company at the bank.

Each of the aforementioned steps takes approximately four to five days to perform after all of the required documents and information are received by me and the investment fund is remitted. Therefore, it takes about two to three weeks from the time we receive all of the necessary documents and information as described in the following chapters from the foreign investors for me to complete the entire process of establishing a company.

In order to avoid any unintended delay, I also request the foreign investors to email me the scanned copies for my review prior to legalization.

3. 외국인 투자자가 준비할 서류

Each of the four steps summarized in the foregoing chapter requires various forms of documentation. Some of the documents are required to be submitted to several different authorities. These documents will be reproduced by me and submitted to the relevant authorities. Therefore, the foreign investors are only required to provide me with one copy of each of the required documents.

The required documents may be classified into two categories, i.e., documents that should be prepared by the foreign company and documents that should be prepared by me based on the information provided by the foreign investors as listed below:

1. 1. Shareholder
2. Power of attorney(1-1 for foreign investment legislation)
3. Power of attorney(1-2 Court Registration)
4. 2. Representative Director
5. ﾞ A letter of Acceptance(Exhibit 2-1, for Court Registration)
6. ﾞ An application for registration of the Company’s seal impression (Exhibit 2-2, for Court Registration) ;
7. ﾞ A certified copy of the resident registration of Representative Director or driver’s license which shows his or her address (Exhibit 2-3, for Court Registration) ;
8. ﾞ A copy of passport
9. 3. Director
10. ﾞ Power of attorney (Exhibit 3-1, for Court Registration)
11. ﾞ A letter of Acceptance(Exhibit3-2, for Court Registration)
12. ﾞ A copy of passport
13. 4. Auditor
14. ﾞ A letter of Acceptance(Exhibit4-1, for Court Registration)
15. ﾞ A copy of passport
16. 5. A copy of the lease agreement of the principal office (for Tax Registration);

Especially regarding items 2-1, 2-2, and 2-3, the representative director should be careful about preparing the documents. First, the documents should be notarized by a notary public practicing in the same nation as the nationality of the representative director. Second, “Apostille” should be affixed by the relevant governmental authorities in order to legalize these notarized documents.

If the nation of the representative director does not enter into the “Apostille Convention”, the notarized documents should be legalized by Korean Consul in foreign countries. In addition, in case that the representative director stays in other country than his or her nationality, the documents should be legalized by the Consul of his or her nation or Korean Consul in that country.

All of the documents should be carefully prepared and mailed to my office. The attached exhibits (sample blank forms) demonstrate how to prepare the documents. The foreign investors should either re-type the exhibits or use the enclosed disc containing electronic copies of the exhibits. Simply filling in the blanks of the sample exhibits will be unacceptable. Exhibits should be free of edits and corrections.

4. 사무소에서 작성하는 서류

In addition to the above listed documents, various other kinds of documentation will be prepared by me based on the information to be provided by the foreign investors as summarized in the following chapter. Therefore, the foreign company is required to provide me with the information in a timely and precise manner.

1. 1. Articles of Incorporation
2. 2. Minutes of Shareholders’ meeting and Directors’ meeting
3. 3. An application for registration of a company (for Bank Registration) ;
4. 4. A report on Company establishment (for Court Registration) ;
5. 5. A certified copy of court registration of the Company (for Tax Registration) ;
6. 6. A certificate of registered seal impression (for Tax Registration) ;

4.1 외국인 투자자가 제공해야 할 정보

1. 1. Corporate (or trade) name
2. 2. Representative’s name
3. 3. Corporate address
4. 4. Major business

1. 1. Company name (It shall be clearly distinguished from the names of other existing companies in Korea. I can check it in advance.)
2. 2. Address of the principal office in Korea
3. 3. Capital (The amount of investment should be 100 million won or more to be Foreign Investment under Foreign Investment Promotion Act. If the number of relevant investors is 2 or more, each should meet this condition.)
4. 4. Par value per share
5. 5. Business objectives
6. 6. Name, birth date, nationality, address of each director, Representative director and auditor
7. 7. Fiscal year