외국인 주식회사 설립 절차와 비용 총정리 (2026 실무 가이드)

Complete Guide to Setting Up a Foreign-Owned Stock Company in Korea: Procedures and Costs (2026 Practical Guide)

When foreigners try to incorporate a stock company (jusik hoesa) in Korea, the biggest stumbling block is almost always the timing of the capital remittance and the sequence of the Foreign Direct Investment (FDI) notification. Once the order gets tangled, the foreign exchange bank won't issue a remittance certificate, and if you push the registration through anyway, the corporation may be legally registered but will not be recognized as a foreign-invested enterprise — which means you get blocked immediately at the D-8 visa stage.

To get this done cleanly in practice, you need to follow these five steps in exact order: ① FDI notification → ② capital remittance (labeled as investment funds) → ③ incorporation registration → ④ business registration → ⑤ foreign-invested enterprise registration. The minimum capital is KRW 100 million (when tied to a D-8 visa), and total out-of-pocket costs — including notarization, registration license tax, registration fees, and administrative agent fees — typically range from KRW 1.5 million to KRW 3.5 million. Below, we break down each step along with the actual review criteria and hidden costs.

1. What Is a Foreign-Owned Stock Company (Jusik Hoesa)?

Start by Understanding the Difference Between a Stock Company and a Limited Company

Under the Korean Commercial Act, corporate entities are classified into stock companies, limited companies, limited liability companies, limited partnerships, and general partnerships. In practice, foreigners almost always choose between a stock company or a limited company. When a foreign parent company sets up a Korean subsidiary, limited companies are increasingly popular, but when an investor intends to personally reside in Korea through a D-8 corporate investment visa, the stock company remains the standard choice.

Here's the key point: a stock company has a clear structure for issuing, transferring, and increasing shares, making additional investment and equity transfers easy, whereas a limited company has a closed internal governance structure that makes it harder to attract outside investment.

Foreign-Invested Enterprise = Stock Company + FDI Registration

Setting up a stock company doesn't automatically make it a "foreign-invested enterprise." Only after a foreigner acquires at least KRW 100 million in shares, amounting to 10% or more of the voting shares, and then takes the FDI notification form, remittance certificate, and corporate registry extract to KOTRA or a foreign exchange bank to obtain the foreign-invested enterprise registration certificate does the company actually gain foreign-invested enterprise status.

This status is the prerequisite that unlocks follow-on benefits such as the D-8 visa, tax reductions for foreign-invested enterprises, and special provisions for land acquisition.

2. Three Things to Check Before Incorporation

First, Industry Restrictions

Under the Foreign Investment Promotion Act, some industries impose caps on foreign equity ownership. Broadcasting, telecommunications, air transport, and nuclear power generation have set ceilings, and certain industries related to national security are prohibited entirely. For general industries such as restaurants, trade, IT development, and consulting, 100% foreign ownership is typically allowed.

Second, Clarify the Investor's Status

The documents required differ completely depending on whether the investor is an individual or a corporation. An individual investor only needs a passport copy and proof of overseas residence, but a corporate investor must also provide the parent company's certificate of incorporation (notarized at a Korean consulate or apostilled), a board resolution approving the investment, and a passport copy of the corporate representative.

Third, Secure a Local Director and Address

The representative director does not have to be a Korean resident — a foreigner can be registered as the sole representative. However, the corporate address (head office) must be a location with an actual lease contract, and residential officetels can be rejected depending on the building's registered use. This is usually where things get stuck.

3. The Five-Step Incorporation Procedure in Detail

Overall Flow

Step 1 — FDI Notification

File the Foreign Investment Notification Form at a foreign exchange bank counter or through KOTRA (Korea Trade-Investment Promotion Agency). The form includes the investor's personal information, the tentative name of the invested corporation, investment amount, industry, and investment method (new share acquisition). This document is what allows you to remit funds in the next step under the label "investment funds."

Step 2 — Capital Remittance

Send the funds from your overseas personal account to either a temporary "investment fund escrow account" in Korea or a foreign currency account in the representative director's personal name. The remittance purpose must be explicitly marked as "Foreign Investment Fund" — not generic labels like "Living expense" or "Business." If the wrong label comes through, the foreign exchange bank will not recognize it as investment capital, and pushing through incorporation at that point will tangle things up at the foreign-invested enterprise registration stage.

Step 3 — Incorporation Registration

Once you have the original remittance certificate (receipt), prepare the founders' meeting minutes, articles of incorporation, shareholder register, and directors' acceptance letters, and file the incorporation registration at the relevant court registry office. A judicial scrivener (법무사) usually handles the filing, and foreigners rarely visit in person — it's done via power of attorney.

Step 4 — Business Registration

Once the corporate registry extract is issued, file for business registration at the local tax office. Submit the original lease agreement, corporate registry extract, and the representative's ID (passport). Depending on the industry, additional licenses or permits may be requested.

Step 5 — Foreign-Invested Enterprise Registration

Once you have the business registration certificate, return to the foreign exchange bank (or KOTRA) where you originally filed the notification and receive your Foreign-Invested Enterprise Registration Certificate. This certificate serves as the basis for subsequent benefits such as the D-8 visa, tax reductions, and overseas remittance of dividends.

4. Capital Requirements and Remittance in Practice

Why KRW 100 Million?

Under the Commercial Act, the minimum capital for a stock company is KRW 100 — and yes, you can legally incorporate with that amount. Yet foreigners typically put in at least KRW 100 million, for two reasons:

1. KRW 100 million is the minimum threshold for foreign-invested enterprise recognition (Enforcement Decree of the Foreign Investment Promotion Act).
2. KRW 100 million is the minimum investment required to qualify for a D-8 corporate investment visa.

In other words, "incorporating a stock company" is possible with a tiny amount, but "being recognized as a foreign-invested enterprise and linking through to a D-8 visa" requires KRW 100 million as the baseline.

Strategy by Capital Bracket

Where Remittances Actually Get Stuck

The most common hang-up in practice is the remittance purpose code. If the overseas bank sends the funds to Korea tagged as "Salary" or "Gift" instead of something in the "Investment" family, the Korean foreign exchange bank cannot treat the money as foreign investment capital. You'll have to request a correction from the overseas bank, which typically adds a week or more.

5. Complete Document Checklist

Investor (Foreign Individual)

Passport copy (valid for at least 6 months)
Proof of home-country address or residence certificate (English, apostilled)
Signature verification certificate (issued by a Korean consulate or notarized locally)
Original remittance receipt for the investment capital
Foreign Investment Notification Form

When the Investor Is an Overseas Corporation

Parent company's certificate of incorporation (apostilled or consular-legalized by a Korean consulate)
Board resolution approving the investment
Representative's passport copy and signature verification
Original remittance receipt for the investment capital
Foreign Investment Notification Form (under the corporate name)

For the Korean Incorporation Registration

• Articles of incorporation (Korean, notarization required)
• Minutes of the founders' meeting
• Acceptance letters from directors and auditors
• Shareholder register
• Corporate seal registration form
• Copy of the head office lease agreement
• Capital payment certificate (remittance certificate)

6. Detailed Breakdown of Incorporation Costs

Statutory Costs

Estimated Total Cost for KRW 100 Million Capital

• Registration license tax (Seoul surcharge 1.2%): KRW 1.2 million
• Local education tax: KRW 240,000
• Articles of incorporation notarization: approx. KRW 200,000
• Registration stamps and miscellaneous fees: approx. KRW 50,000
• Corporate seal: approx. KRW 50,000
• Subtotal statutory costs: approx. KRW 1.7 million
• Add agent fees (judicial scrivener / administrative agent, typically KRW 1–2 million), and the grand total lands around KRW 2.7 million – 3.7 million

Taxes Grow Sharply as Capital Increases

The registration license tax is a flat percentage (0.4% / 1.2% with Seoul surcharge) of capital. For KRW 500 million in capital, the Seoul registration license tax alone is KRW 6 million; for KRW 1 billion, it's KRW 12 million. Setting capital higher than needed quickly balloons the registration license tax burden.

7. Administrative Tasks You Must Handle After Incorporation

Opening a Corporate Bank Account

Once the corporation is registered and business registration is complete, you open a bank account in the corporation's name. Many banks require the foreign representative to have an Alien Registration Card to open a corporate account solo. In other words, before the D-8 visa is issued, you'll need to either have a Korean co-representative or complete alien registration after entering Korea before opening the account.

Enrollment in the Four Major Insurances

If you plan to hire employees, you must register the workplace for National Pension, National Health Insurance, Employment Insurance, and Industrial Accident Insurance. Even if the representative director is the only person at the company, National Pension and Health Insurance must still be filed under workplace-subscriber status.

Tax Filing Schedule

• VAT: twice a year final filing (January, July)
• Corporate income tax: within 3 months after fiscal year-end
• Withholding tax: by the 10th of each month
• Annual reporting for foreign-invested enterprises: KOTRA or foreign exchange bank

Transitioning to a D-8 Visa

If the investor (who serves as representative director) wishes to reside in Korea, they apply for a D-8 corporate investment visa. Prepare the foreign-invested enterprise registration certificate, remittance certificate, workplace lease, and business plan, and submit them to the local immigration office.

8. Common Mistakes and Review Pitfalls

Mistake 1 — Remitting Before Filing the FDI Notification

If you remit KRW 100 million to Korea from an overseas account without first filing the FDI notification, the foreign exchange bank will not record it as "foreign investment funds." Retroactive processing is often impossible, so you end up having to send the money back overseas → file the FDI notification → re-remit. Fees and exchange losses are incurred twice.

Mistake 2 — Using Capital for Operating Expenses Too Early

It's common to see founders dipping into the capital escrow account to pay for office rent or interior work before incorporation registration is complete. When this happens, the capital payment certificate doesn't come out cleanly, and the registry requests document supplementation. As a rule, don't touch the capital until the incorporation registration is finalized.

Mistake 3 — Classifying the Industry Carelessly

If the industry code on your business registration is wrong from the start, you can fall out of FDI-eligible industries or be excluded from tax reduction benefits. IT, consulting, and trade in particular have many sub-categories, so check the KSIC code published by Statistics Korea before deciding.

Mistake 4 — Leaving the Representative Director's Address as the Overseas Address

If the corporate registry extract lists only the overseas address for the representative director, it becomes difficult in practice to receive NTS notices, pass bank identity verification, or accept official correspondence. As soon as you complete alien registration after arriving in Korea, register a change to a Korean address.

Mistake 5 — Applying for D-8 With Only a Shared Office Lease

Shared offices themselves are not the problem. The problem is when proof of actual business activity is weak. D-8 reviewers look at the substance of the business location, clients, and contract trails. If there's an address but no evidence of transactions, this is where the application falls short.

9. Frequently Asked Questions (FAQ)

Q1. Can I set up the corporation without entering Korea?

Yes. If you notarize a power of attorney and send it in, a proxy can complete the incorporation registration on your behalf. However, opening the corporate bank account and applying for the D-8 visa require you to enter Korea in person. The typical flow is remote incorporation, followed by the account and visa after arrival.

Q2. Do I have to remit the full KRW 100 million capital at once?

The rule is full payment before incorporation registration. You can split the remittance across multiple transfers, but every one of them must carry the "foreign investment fund" purpose, and a cumulative total of at least KRW 100 million must appear on the capital payment certificate before registration. Remittances that arrive late must be processed separately as a capital increase, which complicates the procedure.

Q3. Can I convert a stock company into a limited company right after incorporation?

Organizational conversion is possible (under the Commercial Act, or via merger/split). However, you will need to re-register as a foreign-invested enterprise, re-file with the foreign exchange bank, amend the corporate registration, and re-report to the tax office. Picking the right structure from the start saves both money and time.

Q4. Can I incorporate with only directors and an auditor, without a representative director?

A stock company must have at least one representative director. If capital is under KRW 1 billion, a single director can simply serve as the representative director. An auditor is not required if capital is under KRW 1 billion (proviso to Article 409 of the Commercial Act). In other words, a one-person stock company structure is workable in practice.

Q5. From incorporation to foreign-invested enterprise registration, how many days in total?

Assuming all documents are in order, pure government processing time is about 10 business days. In reality, once you factor in apostilles, overseas remittance delays, and lease preparation, 3 to 4 weeks is standard. The most common delay is late arrival of the representative's signature verification or the parent company's investment resolution from overseas.

10. Consultation

Looking at incorporation registration in isolation, setting up a foreign-owned stock company may seem straightforward. But in the full chain — FDI notification timing → remittance purpose code → capital payment → registration → business registration → foreign-invested enterprise registration → D-8 visa — one misaligned step throws everything downstream out of sync. VISION Administrative Office designs this entire flow for you in one go.

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