외국인 주식회사 설립 절차와 비용 총정리

Complete Guide to Foreign-Owned Corporation Setup in Korea: Procedures and Costs

The first fork in the road for any foreigner setting up a stock company in Korea is "foreign-invested corporation (FDI) or ordinary foreign-owned company?" If you wire at least KRW 100 million from abroad and file under the Foreign Investment Promotion Act, you become a foreign-invested corporation; anything below that threshold follows essentially the same Commercial Act procedure as a domestic setup. Average processing time runs 4–6 weeks, and total setup costs — registration license tax, notarization fees, and legal filing fees combined — most commonly land between KRW 3 million and KRW 6 million.

Where things actually get stuck in practice isn't the procedure itself but "proof of capital origin and remittance path" and "apostille or consular certification of home-country documents." Weak explanations on these two points — regardless of how many documents you gather — will trip you up at the bank remittance stage, and again at immigration review when you link this to a D-8 visa. This guide is built around sequencing the entire process — from choosing an entity type to remittance, registration, tax, and visa — so that neither time nor money leaks out.

1. Which Type of Foreign-Owned Corporation Should You Set Up?

Foreigners forming a Korean corporation have four real options: FDI stock company (Jusikhoesa) / FDI limited company (Yuhanhoesa) / ordinary foreign-owned stock company / Korean branch or liaison office of a foreign company. The names may look similar, but capital thresholds, taxation, visa linkage, and remittance procedures differ across the board.

FDI Corporation vs. Ordinary Foreign-Owned Company

The first question is whether you meet the FDI requirements. Under the Foreign Investment Promotion Act, foreign investment generally requires remitting at least KRW 100 million from abroad and acquiring at least 10% of shares. Clear this bar and you receive a Foreign-Invested Enterprise Registration Certificate, which opens the door to the D-8 visa, tax incentives, and Foreign Investment Zone tenancy. Fall short of KRW 100 million and you are not an FDI entity — you are an "ordinary corporation that happens to have a foreign shareholder," and D-8 visa linkage is simply unavailable.

Stock Company (Jusikhoesa) vs. Limited Company (Yuhanhoesa)

Choosing between a stock company and a limited company is another frequent sticking point. In practice it breaks down like this:

• Stock company (Jusikhoesa): Better for raising outside investment, future share transfers or IPO, and reporting compatibility with US/European parent companies
• Limited company (Yuhanhoesa): Share transfers are more restricted, but disclosure obligations are lighter. Common for foreign subsidiaries and single-shareholder structures

The rule of thumb: if external investment or co-founding is on the table, go with a stock company; for sole-owner or 100%-owned-by-parent structures, a limited company is easier to manage. That said, for D-8 visa applications, the stock company form tends to be easier to explain to immigration reviewers as a matter of administrative practice.

Difference from Branches and Liaison Offices

If your headquarters stays abroad and you just want to conduct Korean business operations, opening a "branch" is another option. Since a branch is not a separate legal entity but an extension of the head office, tax issues tied to head-office-attributed income come with it. If you need an independent Korean business, Korean employees, or Korean investor funding, you want a stock company — not a branch.

2. Six Things to Decide Before Incorporation

There are variables you need to lock down before starting the procedure. Leave any one of them open and you will get stopped at the bank, registry, or tax office.

2-1. Capital Size

If you are going the FDI route, you must wire at least KRW 100 million from abroad per shareholder. If a D-8 visa follows, capital is not merely a legal minimum but must be an "amount that can be explained against the scale of your business plan." Parking KRW 100 million against projected annual revenue of KRW 50 million will raise doubts on its own in review.

2-2. Shareholding Structure

Required documents change completely depending on whether the shareholder is a single 100% foreign individual, includes a Korean co-shareholder, or is a foreign corporation. If a foreign corporation is the shareholder, its articles of incorporation, corporate registry, and director certifications must arrive from the home country with apostille or consular certification.

2-3. Industry Classification (Korean Standard Industrial Classification)

Whether foreign investment is restricted depends on industry. If your business falls under restricted sectors under the Enforcement Decree of the Foreign Investment Promotion Act (parts of broadcasting/telecom, nuclear power, domestic air transport, etc.), shareholding caps apply. Financial and real estate businesses also trigger separate licensing requirements.

2-4. Registered Office Address

You need an actual office address. Shared offices are fine, but purely virtual or non-resident addresses frequently get flagged in D-8 review. Tax offices sometimes do on-site verification visits.

2-5. Company Name (Trade Name)

Before anything else, run a similar-name search on the Internet Registry to confirm your chosen name is registrable. You can set an English trade name separately, but the official registered name is Korean by default.

2-6. Representative Director, Directors, and Auditor

Under the Commercial Act, a stock company requires at least one director (for capital under KRW 1 billion) and either an auditor or an audit committee. A foreign representative director can take office without resident status, but actual business performance is restricted without it — so visa timing is intertwined.

3. Step-by-Step Setup Procedure (4–6 Week Roadmap)

The procedure breaks into five stages: "foreign investment notification → capital remittance → corporate registration → business registration → foreign-invested enterprise registration." For non-FDI entities, stages 1 and 5 are skipped.

3-1. Foreign Investment Notification (Stage 1)

File at a foreign exchange bank counter or with KOTRA. Required documents are relatively simple — investor ID (passport), investment notification form, investment amount, industry — but if the investor is a foreign corporation, the home-country corporate registry and representative verification must be attached as apostilled originals. Only after this notification is completed does the Stage 2 remittance count as foreign investment capital.

3-2. Capital Remittance (Stage 2)

Because the corporation being established does not yet exist as an account holder, funds come in to the representative director's personal holding account (or to a "foreign investment temporary account" opened by the bank). After remittance, obtaining a "Foreign Currency Purchase Certificate (or Remittance Confirmation)" from the receiving bank is critical. This single document is used in both Stage 3 (registration) and Stage 5 (FDI enterprise registration).

3-3. Articles, Notarization, and Registration (Stage 3)

• Articles of Incorporation (trade name, purpose, capital, number of shares and par value, share transfer restrictions, directors and auditor)
• Minutes of the promoters' meeting / board meeting
• Subscription certificates and payment custody certificate (for capital under KRW 1 billion, a bank balance certificate can substitute)
• Letters of acceptance for representative director, directors, and auditor, plus seal certificates

After notarization, the bundle is filed for incorporation registration at the local registry with jurisdiction over the registered office. Registration typically completes within 3–7 business days from filing, and the corporation legally exists from the moment registration completes.

3-4. Business Registration (Stage 4)

Go to the competent tax office with the corporate registry, articles, lease agreement, and representative's ID. Online filing via Hometax is possible in principle, but foreign representatives are typically blocked from certified-authentication and mobile identity verification, so in-person filing is faster.

3-5. Foreign-Invested Enterprise Registration (Stage 5)

This is the final stage for FDI entities. Submit the corporate registry, foreign currency purchase certificate, and accepted foreign investment notification to a foreign exchange bank or KOTRA, and a Foreign-Invested Enterprise Registration Certificate is issued. This certificate serves as the supporting document for the D-8 visa, tax incentives, and Foreign Investment Zone tenancy.

4. Complete Document Checklist

Manage documents in three buckets — home-country documents / Korean documents / internal company documents — to avoid mixing them up.

4-1. Home-Country Documents (Individual Investor)

• Passport copy (at least 6 months' validity remaining)
• Proof of home-country address (driver's license, resident registration, etc. — if unavailable, overseas-national registration at the consulate)
• Home-country notarized signature certification (for signing the articles)

4-2. Home-Country Documents (Corporate Investor)

• Certificate of Incorporation
• Articles of Association
• Certificate of Incumbency (for the representative)
• Board resolution (authorizing the Korean subsidiary setup and designating the representative)
• Power of Attorney

All of the above require apostille if the country is a Hague Convention member, or consular certification from the relevant embassy in Korea if not. This step often takes 2–3 weeks and is typically the longest segment of the overall timeline.

4-3. Korean Documents

Lease agreement (for the registered office / for shared offices, a usage agreement plus an address-use consent letter)
Articles of Incorporation draft (in Korean, at least 2 copies)
Minutes of promoters' meeting / board meeting
Share subscription certificates / payment certification (or bank balance certificate)
Letters of acceptance for representative director, directors, and auditor
Seal production (corporate seal + representative director's working seal)
Foreign currency purchase certificate (FDI entities)
Accepted foreign investment notification (FDI entities)
Business registration application

4-4. Translation, Notarization, and Apostille

Home-country documents come as a set: original + Korean translation + translation notarization. There are two routes for translation notarization — notarizing the translation at a Korean notary office, or having a home-country notary notarize the English document and then attaching a Korean translation — and preferences differ between registries and banks. Checking with your specific bank branch and registry ahead of time reduces rejections.

5. Capital Remittance and FX Filing in Practice

This is the single most commonly fumbled segment of the entire setup. Discovering you remitted incorrectly after the money is already in Korea carries heavy costs to reverse.

5-1. Pre-Remittance Checks

• Sender: Must be the investor themselves or their own corporate account, exactly as named on the foreign investment notification. Third-party proxy remittance will be rejected as FDI.
• Currency: International currencies (USD/EUR/JPY) are standard. Sending in the local currency brings FX conversion losses and complicates documentation.
• Purpose of Remittance: State "Foreign Direct Investment" or "Capital Contribution." Describing it as "Loan" or "Payment" causes delays while the remittance is reclassified as FDI.

5-2. Receiving Account in Korea

A corporate account can only be opened after incorporation registration completes. Until then, one of three methods is used.

5-3. Remittance Evidence You Must Keep

• Foreign Currency Purchase Certificate (bank-issued): Core evidence for registration and FDI enterprise registration
• Copy of the sending bank's SWIFT MT103 message: Basis for tracing the source
• Proof of fund origin: Personal account transaction history, payslips, asset sale proof, etc. — especially scrutinized in D-8 review

6. Total Setup Costs (Itemized Real Figures)

Costs split into four buckets: public costs (taxes and fees) + notarization fees + service fees + incidental costs. The largest driver is how the registration license tax shifts with capital size and office location.

6-1. Public Costs

The biggest cost variable is the Overconcentration Control Zone surcharge. Parts of Seoul, Incheon, and Gyeonggi fall within this zone, where registration license tax can climb to 1.2% of capital. With KRW 1 billion in capital, Seoul alone would push registration license tax plus local education tax to KRW 14.4 million.

6-2. Service Fees

• Judicial scrivener — incorporation registration: KRW 700K – 1.5M
• Administrative agent — foreign investment notification and FDI enterprise registration: KRW 500K – 1M
• Tax accountant — business registration and initial bookkeeping setup: KRW 200K – 500K
• Translation and apostille service: KRW 100K – 300K per case

6-3. Commonly Overlooked Incidentals

• Lease deposit and monthly rent (shared offices from around KRW 200K/month)
• Corporate seal certificate issuance fees
• Foreign representative director's status change or application fees
• Fees some banks charge to lift overseas remittance limits when opening a corporate account

6-4. Total Cost Scenarios

The figures are rough practical estimates; registration license tax rates and notarization fees can change with local ordinances and notary fee regulations. Confirmation with the competent authority is required before actual filing.

7. Sequencing the D-8 Visa Alongside Setup

More than half of all FDI setups are driven ultimately by the D-8 corporate investment visa. When incorporation and visa application fall out of sequence, a gap opens in your resident status — making this the most timing-sensitive segment.

7-1. Basic Sequence

1. Prepare funds and organize origin evidence in your home country
2. Foreign investment notification → capital remittance → receive foreign currency purchase certificate
3. Corporate incorporation registration → business registration → receive foreign-invested enterprise registration certificate
4. D-8 visa issuance at the embassy in your home country (or status change from within Korea)
5. Alien registration within 90 days of entry

7-2. If You Are Already in Korea — Status Change

If you are already in Korea on a D-10 (job-seeking) or C-3 (short-term visit) status, apply for a status change at the local Immigration Office after setup completes. Direct change from C-3 short-term visit to D-8 is restricted as a general rule, but exceptions are granted in some cases once FDI enterprise registration has been completed. Confirm with the competent immigration office first.

8. Post-Setup Actions You Cannot Skip

Registration is not the finish line. In fact, the 30–90 days after setup are packed with mandatory filings.

8-1. Tax-Related

• Business registration (within 20 days of incorporation)
• VAT filings (based on semi-annual / quarterly tax periods)
• Withholding tax filings (by the 10th of the month following salary payment)
• Corporate income tax filing (within 3 months after fiscal year-end)

8-2. Labor / Four Major Insurances

• Hiring even one employee triggers enrollment in the four major insurances (National Pension, National Health Insurance, Employment Insurance, Workers' Compensation)
• Hiring foreign employees adds immigration filings

8-3. FDI Enterprise Management

• Foreign investment notification amendment when investment amount or shareholding changes
• Annual foreign-invested enterprise statistical data submission
• When the representative or address changes, corporate registration update plus FDI amendment filing, done together

8-4. Intellectual Property and Business Licensing

Depending on industry, separate licenses apply. Online mail-order business registration, food business licensing, medical device sales registration, and similar filings must be submitted to the local district office separately from business registration.

9. The Most Common Field Mistakes

Ten mistakes we see repeatedly in practice.

1. Remitting before notification: Capital arrives before foreign investment notification is accepted, gets processed as ordinary remittance.
2. Sender mismatch: Wiring from a family or acquaintance's account rather than the investor's own leads to FDI rejection.
3. Wrong remittance purpose: Recorded as "Loan" or "Service Fee," delaying FDI reclassification.
4. Missing the Overconcentration Zone surcharge calculation: Seoul office but estimated at outside-capital-region rates, blowing the budget.
5. Articles purpose clause too narrow: Only one or two industries listed initially, forcing amendment registration every time the business expands.
6. Shared office + non-resident: D-8 review holds the application for "no actual office space."
7. Careless seal management: Corporate seal lost from the representative director's personal bag.
8. Missing apostille for foreign corporate shareholder documents: Home-country documents submitted without consular certification and rejected.
9. Weak explanation of fund origin: Only account balances shown, deposit path not explained.
10. Skipping foreign-invested enterprise registration after setup: Unable to access FDI incentives or D-8 visa linkage.

The two costliest are "remitting before notification" and "missing the Overconcentration Zone surcharge." The former can void FDI qualification entirely; the latter can throw your budget off by millions of won.

10. Frequently Asked Questions (FAQ)

Q1. Does the KRW 100 million capital have to be wired in a single transfer? A. Split transfers are allowed. However, foreign-invested enterprise registration is delayed until the KRW 100 million threshold is reached. Since the D-8 visa application runs more smoothly with an FDI enterprise registration certificate in hand, a single remittance is preferable when the visa timeline is tight. With multiple transfers, you need a foreign currency purchase certificate for each and must align the aggregate basis across them.

Q2. Can I set up the corporation remotely while staying in my home country? A. Yes. A Korean agent can handle registration, filings, and account opening using a notarized comprehensive power of attorney mailed from abroad. That said, more and more bank branches are requiring the representative director in person for account opening, so at least one visit to Korea is realistic. With passport and visa ready, the main procedures can be wrapped up within a 7–10 day stay.

Q3. Is it possible for a foreign corporation to hold 100% of the shares? A. Yes. However, the foreign corporation's registry, articles, board resolution, and representative certification must arrive as apostilled or consularly-certified originals. With a corporate shareholder, document preparation typically takes 2–3 weeks longer than with an individual shareholder, so you should start earlier on the timeline.

Q4. Can I withdraw and use the capital after incorporation? A. Corporate funds can only be used for corporate business. Withdrawing for the representative director's personal use is treated as a temporary payment (gajigeumgeum), pulling in corporate income tax, personal income tax, and deemed interest. Capital should be spent on office lease, personnel costs, equipment purchases, and similar items consistent with the business plan — which also strengthens explanations at D-8 stay-extension review.

Q5. How long after setup does the D-8 visa get issued? A. After the FDI enterprise registration certificate is issued, applying at the embassy in your home country and receiving the visa typically takes 2–4 weeks. Domestic status change can take 2–6 weeks depending on immigration review. What drives the outcome more than actual review duration is the consistency of the business plan, office, and fund explanation.

11. Consultation Information

Setting up a foreign-owned stock company is not hard because of document volume — it is hard because notification → remittance → registration → FDI registration → visa mesh together like gears, and one misalignment stalls the whole process. Vision Administrative Office handles foreign investment, corporate setup, and visa linkage through a single channel — coordinating home-country document apostille through D-8 application through the three months of post-setup filings that follow.

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