외국인 주식회사 설립 절차와 비용 총정리 - 실무 가이드

Setting Up a Corporation in Korea as a Foreigner: Procedures and Costs — A Practical Guide

The first decision a foreign investor has to make when setting up a jusik hoesa (stock corporation) in Korea is whether to register as a Foreign-Invested Enterprise (FIE) under the Foreign Investment Promotion Act, or to set up a regular domestic corporation. If you invest KRW 100 million or more and hold at least 10% of the voting shares, you can register as an FIE — which opens the door to the D-8 visa and various tax incentives. If you just want a basic business registration with a small amount, a regular corporation is possible too, but the visa, remittance, and foreign investment notification rules are completely different in that case.

In practice, this one choice determines both the cost and the timeline. A foreign-invested corporation moves through foreign exchange bank notification → investment remittance → capital deposit → incorporation registration → FIE registration → business registration, and the whole process takes 2 to 4 weeks. Government fees, registration license tax, notarization, and certified translation costs add up to roughly KRW 1 million to 1.8 million in hard costs on a KRW 100 million capital basis. Including administrative scrivener or judicial scrivener fees, the total usually falls between KRW 1.5 million and 4 million. It looks simple on the surface, but in the actual review, the common bottlenecks are the source of investment funds, the business plan, and the notarization and apostille of the representative's documents.

1. Deciding the Entity Structure First

The first thing to sort out is "Am I setting up this company to obtain a visa, or just to run a business?" That single question completely changes the path you take.

1-1. Foreign-Invested Enterprise (FIE) vs. Regular Domestic Corporation

To qualify as an FIE under the Foreign Investment Promotion Act, you must invest at least KRW 100 million per transaction and secure at least 10% of the voting shares. Once these conditions are met, you file a foreign investment notification with a foreign exchange bank, and after incorporation, you obtain an FIE registration certificate from KOTRA or the bank.

If you go with a regular domestic corporation, you skip the foreign investment notification and incorporate under the same rules as Korean nationals — but with this structure, applying for a D-8 visa is effectively impossible. This route is only practical if you just need a business registration, or if you already hold an F-series visa with no restrictions on employment or business activity.

1-2. Stock Corporation vs. Limited Company

If the foreign parent is a global enterprise, a limited company (yuhan hoesa) is often preferred because disclosure obligations are lighter and the governance structure is simpler. On the other hand, if you are looking at domestic fundraising, IPO, or venture enterprise certification, a stock corporation is the better fit.

1-3. Sole Ownership vs. Joint Venture with a Korean National

The most common structure we see in practice is a wholly foreign-owned (100%) stock corporation. If you partner with a Korean national, FDI status still applies as long as the foreign ownership ratio is at least 10%, and decision-making speed changes under joint operation. Having a Korean co-representative also brings practical advantages — things like bank account opening and lease contracts move faster.

2. Capital Thresholds and FIE Registration Conditions

2-1. Minimum Investment under the Foreign Investment Promotion Act

Under the Foreign Investment Promotion Act, the FDI threshold is at least KRW 100 million per transaction. The previous KRW 50 million threshold was raised to KRW 100 million in the 2020 amendment. This amount applies "per transaction," not "per person" — so even if there are multiple foreign investors, each must meet the KRW 100 million + 10% shareholding requirement individually to be registered as foreign investors.

2-2. Realistic Capital Benchmarks by Visa Type

Meeting the legal minimum capital of KRW 100 million does not automatically guarantee a D-8 visa. In practice, reviewers look at capital that matches the substance and scale of the business. For solo service businesses, KRW 100 million or so has cleared review in some cases, but for capital-intensive sectors like manufacturing, distribution, or IT, KRW 300 million or more is a safer benchmark.

2-3. The 10% Shareholding Rule in Practice

The Foreign Investment Promotion Act defines FDI as "a foreigner holding at least 10% of the total issued voting shares." If you set up a joint venture with a Korean partner and the foreign share ends up at 9%, the company is treated as a regular domestic corporation, not as an FIE — and the D-8 connection is cut. This is a detail that often gets missed when designing the cap table.

3. Step-by-Step Incorporation Procedure

3-1. The Overall Flow at a Glance

Setting up a foreign-owned stock corporation moves along four axes: money transfer → corporate registration → business registration → FIE registration. If the order gets flipped, the paperwork at the tax office tends to unravel — so it's faster to plan the sequence from the start.

3-2. Step 1 — Foreign Investment Notification

The foreign investment notification must be filed before the capital contribution is made. You submit the notification form either at a foreign exchange bank branch or through KOTRA Invest KOREA, and you receive a notification receipt. That receipt is what allows the subsequent remittance to be recorded as a "foreign investment" inflow. Money brought in via a regular remittance, without prior notification, is very hard to recognize as foreign investment funds after the fact.

3-3. Step 2 — Remittance and Capital Deposit

Once the notification is complete, you send funds to the investment holding account designated by the foreign exchange bank. The remittance wire message needs to indicate the investment purpose — e.g., "Foreign Direct Investment" — and the sender's name must match the investor named in the foreign investment notification. Once the funds land, the bank issues a capital deposit certificate (balance certificate), which is the document used to register the incorporation.

3-4. Step 3 — Drafting and Notarizing the Articles of Incorporation

The articles of incorporation of a stock corporation must include items such as the company name, purpose, head office address, total number of shares issued and par value per share, number of shares issued at incorporation, and promoter information. Notarization is required if the stated capital is KRW 1 billion or more. Small-scale stock corporations with capital below KRW 1 billion can skip notarization, but if there are foreign promoters, notarization and apostille of home-country documents are still separately required.

3-5. Step 4 — Incorporation Registration

Incorporation registration is filed with the competent court registry by bundling together the articles of incorporation, capital deposit certificate, shareholder register, directors' letters of acceptance, and resolution fixing the head office address. Registration license tax (0.4% of capital, triple-rated to 3× within the metropolitan overconcentration control zone) and local education tax are paid at the same time. Once the certified copy of corporate registry is issued, the corporation formally exists.

3-6. Step 5 — FIE Registration and Business Registration

Once the certified corporate registry is issued, you obtain the FIE registration certificate from the foreign exchange bank or KOTRA, and the corporate business registration certificate from the tax office. These two documents are what allow you to proceed to opening a corporate bank account at a commercial bank and applying for a D-8 visa.

4. Required Documents, Notarization, and Apostille

4-1. Documents for Foreign Promoters and Representatives

If the foreigner is not physically in Korea during incorporation, there is a bundle of documents that must be prepared in the home country. No matter how many documents you bring, if any of the three steps — notarization, apostille, certified translation — are skipped, the registry office will send them back.

Copy of passport (all pages, color scan)
Home-country proof of address (Certificate of Residence / Address Proof) — notarization + apostille
Home-country identity certificate or signature certificate — notarization + apostille
Foreign investment notification form
Proof of source of investor funds (bank balance certificate, employment certificate, business income records, etc.)
Power of attorney (if proxy incorporation) — notarization + apostille
Korean translation of passport and documents + certified translation
Home-country remittance records or confirmation of the account to be used for remittance

4-2. When a Foreign Corporation is the Investor

If a foreign parent (corporate entity) is coming in as a shareholder, the document load gets heavier.

Home-country corporate registry extract (Certificate of Incorporation) — notarization + apostille
Articles of Association — notarization + apostille
Board resolution (approving investment in the Korean entity) — notarization + apostille
Representative's Signature Certificate — notarization + apostille
Power of attorney (appointing a Korean agent) — notarization + apostille
Most recent financial statements of the foreign entity (may be requested during review)
Korean translations of all of the above + certified translation

4-3. Apostille vs. Consular Authentication

For countries party to the Apostille Convention (the U.S., U.K., Japan, Germany, etc.), the apostille is the final step. For documents from non-member countries like China or Vietnam, you must go through consular authentication, which means home-country ministry of foreign affairs certification → verification at the Korean consulate in that country. Missing this distinction is a common reason Chinese-origin documents get rejected at the registry office.

4-4. Documents to Prepare in Korea

On the Korean side, documents related to the head office address are the core. A lease agreement (for the head office address), the landlord's lease consent, and the building's registry extract are the basics — and some tax offices will verify whether the space is actually usable for business. If you are using a shared office, avoid plans marketed as "non-residential / no business registration allowed."

5. Full Cost Breakdown — Government Fees and Agent Fees

5-1. Hard Costs Paid to the Government

The biggest items are registration license tax and local education tax. Registration license tax is 0.4% of capital, but inside the metropolitan overconcentration control zone (parts of Seoul, Incheon, and Gyeonggi), it is triple-rated: 0.4% × 3 = 1.2%. For companies with a head office in Seoul, this changes the hard-cost math significantly.

5-2. What Agent Fees Actually Look Like

Fees for administrative scriveners and judicial scriveners depend on corporate size, number of foreign investors, and document complexity. For a simple setup — one foreign investor with 100% ownership and KRW 100 million capital — agent fees typically land in the KRW 1 million to 2 million range. When a foreign parent company joins as a shareholder, fees can climb to KRW 2.5 million to 4 million.

5-3. Hidden Costs You Should Budget Upfront

The items most people miss are lease deposits, maintenance fees, corporate seal production, telecom setup fees, and reissuance of certified translations. Landlords often require 1–2 months of rent prepaid, and some funds get locked up as deposit collateral when opening a corporate bank account. Trying to keep all KRW 100 million of capital as cash in hand can be tight in actual operations.

6. Post-Incorporation Tasks You Must Not Skip

6-1. Items to Handle Immediately After Business Registration

Even after the corporate registry and business registration certificate are issued, there is another bundle of things to do. Corporate seal card issuance, opening the corporate bank account, enrolling in the four mandatory insurances, and registering as a withholding agent should all be finished within the first month.

• Corporate seal card issuance (at the competent registry office)
• Corporate account opening plus OTP and digital certificate issuance
• Hometax enrollment for receiving national and local tax notices
• If hiring employees, file establishment of the workplace under the four insurances (National Pension, Health, Employment, Industrial Accident)
• Register as a withholding agent with the tax office having jurisdiction over the workplace address

6-2. FIE Change Notifications

After incorporation, every time there is a capital increase or decrease, change in shareholding, or change of representative, a corresponding FIE change notification must be filed. Missing this filing leads to cases during D-8 renewal where the registration certificate and actual shareholding don't match — and renewal gets blocked.

6-3. Initial Tax and Accounting Setup

Corporate income tax is filed within 3 months after the end of the fiscal year, and VAT is filed quarterly. A foreign-led corporation also faces significant transfer pricing (related-party transactions with overseas affiliates) filing issues — so if there are any transactions with a foreign parent, working with an accounting firm from year one is essential.

7. How the D-8 Visa Connects to Incorporation

7-1. Basic D-8 Requirements

The D-8 (Corporate Investment) visa is a status of stay granted to professional executives and managerial personnel of a corporation that has been registered as an FIE. Incorporating a stock corporation does not "automatically" guarantee a D-8. Reviewers look at the source of investment funds, the specificity of the business plan, and the genuine need for physical presence in Korea — all together.

7-2. Sequencing Incorporation and Visa Application

The sequence most commonly used in practice is: ① prepare notarized and apostilled documents in the home country → ② incorporate the company in Korea using a proxy and power of attorney → ③ obtain the FIE registration certificate, business registration certificate, and corporate registry extract → ④ obtain a D-8 visa at the Korean mission in the home country → ⑤ register as a foreign resident after entry into Korea. If you reverse this order, you end up applying for the visa while the business has no substance yet — and the risk of a hold or refusal goes up significantly.

7-3. Designing with the D-8 in Mind from the Start

If the D-8 is your goal, align three things from the incorporation stage: ① numerical grounding of the business plan, ② genuine, staffed use of the office, ③ an actual spending track record of the capital. If these three don't show up on paper, it's common to end up in a situation where the company is set up but the visa doesn't come through.

8. Common Mistakes and Review Bottlenecks

8-1. Getting the Capital Deposit Order Backwards

The most common mistake is "just wire it to my personal account first and move it to the company later." This structure doesn't get recognized as a foreign investment remittance, which later tangles the source-of-funds explanation during FIE registration. You must follow the order: foreign investment notification → direct remittance into the designated holding account.

8-2. Choosing the Wrong Shared Office

Cost-conscious founders sometimes end up on a shared office plan that is "non-residential only / no business registration allowed." The tax office may reject the business registration, or immigration may weaken the visa review on grounds of "no actual presence." Even if the rent is a bit higher, make sure the plan allows a dedicated suite, business registration, and mail receipt.

8-3. Missing Certified Translations or Apostilles

A very common mistake is bringing documents from the home country translated into Korean but without the certified translation stamp. The registry office, the foreign exchange bank, and the tax office all require certified translations. Since you can get all of them done at once through a notary office in Korea, it's faster to handle them in bulk locally.

8-4. Under-Specified Business Purpose

The "purpose" clause in the articles of incorporation is often written too narrowly. If you later need to add a business category, you have to amend the articles, and the registration-change cost (registration license tax + filing fee) hits again. It's more economical to include a broad set of categories — covering what you plan to do over the next 2–3 years — in the original articles.

8-5. Handling Cases Where the Representative Stays Abroad

If the foreign representative stays in their home country for a long time after incorporation, opening the corporate bank account, bank KYC, and in-person procedures at government agencies all hit a wall. You should design for either the representative or a domestic director to be physically present in Korea during the first 3–6 months.

9. Frequently Asked Questions (FAQ)

Q1. Can a foreigner set up a stock corporation alone with only KRW 50 million in capital?

You can set up the corporation itself — there is no minimum capital requirement under the Commercial Act for a stock corporation. But the FDI threshold under the Foreign Investment Promotion Act is KRW 100 million, so a stock corporation set up with KRW 50 million won't be registered as an FIE, and the link to a D-8 visa is also blocked. Unless you already hold an F-series visa, designing around KRW 100 million or more is more practical.

Q2. How long does it take from incorporation to business registration?

If the home-country documents are already notarized and apostilled, 2–3 weeks after arriving in Korea is typical. Counting the home-country document preparation, 4–6 weeks is the average. For countries that require consular authentication, such as China or Vietnam, the document prep alone can take 3–4 weeks.

Q3. Does the representative director have to be a foreigner? Can a Korean national serve as the representative?

There is no nationality restriction on the representative director. You can set up a structure where only a Korean national is listed as the representative, and the foreigner appears only as a shareholder. However, if the foreign shareholder intends to manage the business in Korea on a D-8 visa, they must be registered as the representative director or a full-time officer — otherwise the business substance won't show up clearly in the immigration review.

Q4. Can I spend the KRW 100 million capital on operating expenses right after incorporation?

Yes. Capital is not "frozen after deposit" — it becomes the corporation's assets, and normal business expenses are allowed. The key is that the spending has to be visible in the accounting records. Spending that clearly ties into the business — rent, payroll, equipment, marketing — strengthens your D-8 renewal. Conversely, withdrawing funds into the representative's personal account or accumulating unexplained spending will immediately trip up the renewal review.

Q5. Can I use a shared office as the registered address while actually working from home?

Business registration and FIE registration can be done using a shared office address. However, D-8 visa review looks for actual work activity at that address. If there's no sign of phone reception, mail reception, or on-site work during a visit, the company is judged a "shell entity," and things can get tangled at the visa stage. At minimum, a desk, nameplate, and contact setup should exist at that address to be safe.

10. Consultation with Vision Administrative Affairs Office

Setting up a foreign-owned stock corporation is not just a corporate registration task — it's one bundled workflow across remittance, notification, visa, and tax. A snag at any step delays everything downstream. Vision Administrative Affairs Office connects the whole chain — foreign investment notification → incorporation registration → FIE registration → D-8 visa — through a single point of contact.

📞 <strong>Phone</strong>: 02-363-2251
📧 <strong>Email</strong>: 5000meter@gmail.com
📍 <strong>Address</strong>: (04614) 3F Seongwoo Building, 324 Toegye-ro, Jung-gu, Seoul

Statutes, fee schedules, and the scope of the metropolitan overconcentration control zone are subject to amendment, so before finalizing anything, please confirm with the competent agency or with Vision Administrative Affairs Office.