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.