A Korea branch of a foreign corporation should be registered with the following three Korean institutions, at a minimum.
☆ Foreign exchange bank (or Ministry of Finance & Economy)
☆ Jurisdictional Court
☆ Tax Office
Registration with the bank
A Korea branch of a foreign company should be filed to foreign exchange bank along with the following documents :
Application form for establishment of Korea branch
Business Plan
Documents verifying identity of the foreign company concerned (e.g., name, address, etc.)
In the following cases, however, registration should be made to the Ministry of Finance and Economy.
Finance related business other than banking (i.e, lending of funds, arrangement of foreign finance, credit card business, etc.)
Business which is not permitted pursuant to laws and regulations of Korea
Business which would likely to harm public morals
Registration with the court
Under the Commercial Code of Korea, a Korea branch of a foreign corporation should be registered with the jurisdictional court as a legal entity. The documents required for registration are as follows:
Certified copy of the articles of incorporation establishing the Korea branch
Certificate of Corporate information in the designated form
Certificate of Corporate Resolutions approving the establishment of the Korea branch and appointing the Korea branch representative.
Power of attorney
Certificate of Corporate nationality
All of the above documents must be issued or certified by the competent public authorities where the corporation is incorporated. If those procedures are not available, the Korean Court may accept the document certified by a notary public if either :
a) the notary is a public authority or
b) the documents are authenticated by a certificate from a public authority.
As a matter of practice, the court registration officials also request that the document be confirmed by a Korean Consul in the Country where the corporation is incorporated.
Registration with Tax office
No later than twenty(20) days following the registration with the court, the following documents should be submitted to the appropriate tax office to get the tax code number.
Application in designated form
Certificate of Court registration
Registration Certificate of foreign company
opening balance sheet with details of accounts
Others, if requested
Tax Liability of a Branch Office
Corporate income tax
A branch is subject to corporate income tax on its Korean-source income. The corporate income tax returns should be filed at the end of each relevant fiscal year. Korean tax law requires a branch to keep double-entry bookkeeping system for supporting taxable income.
Value Added Tax(VAT)
A Korea branch has to file VAT returns quarterly. In general, Korea VAT system is similar to that in effect in many European countries. When the branch provides goods or services in Korea, it is required to collect VAT from the purchaser at the flat rate of ten percent of the goods and service price ("output tax"). On the contrary, when the branch buys goods or service , it has to pay 10% of VAT to the supplier ("Input VAT").
The difference between output VAT and input VAT should be paid to the appropriate tax office quarterly. If input VAT exceeds output VAT, the difference would be refunded on a semiannual basis.
However, exports of goods or services are granted a zero tax rate. And there are 18 types of VAT exempt transactions, including provision of health care, education, books and magazines.
Withholding taxes
When a branch pays interest, dividend, Class A wage and salary, severance income or other income, it is required to withhold income tax thereon at the time of such payment and pay it to the tax office by the 10th of the following month. The withholding tax rate will be different according to the nature of paid income.
▶ Joint Venture
General
Foreign investors can establish joint venture in Korea through acquisition of newly issued or outstanding stocks. Under Korean commercial law, there are four types of joint venture according to the scope (unlimited or limited) or the nature (direct or indirect) of the liabilities borne by the investors.
Partnership
Limited partnership
Corporation (Stock Company)
Limited Liability Company
More than 95% of joint ventures in Korea are corporation due to its features of indirect and limited liabilities.
Court registration
The procedures and documents necessary for incorporation and registration of a foreign-invested enterprise in the Korea are as follows.
Four or more promoters are required.
Articles of incorporation must be drawn up and notarized.
An application for incorporation and registration must be submitted to the Registrar's Office with the following particulars :
·Articles of incorporation
·Document certifying actual subscription for shares
·Statement of stock subscription
·Certificate of payment for shares on deposit in a bank
·Report of inauguration by promoters
·Report of inaugural meeting
·Report of auditor's investigation
·Report on election of at least three directors and statutory auditor
·Minutes of board of directors' or shareholders' meeting to elect a representative
·Certificate of power of attorney (if registration is done by proxy)
·Investment approval issued by the Ministry of Finance
Report of establishment to the Tax office
No later than 30 days following the registration, a report of establishment is to be filed with the following documents with the concerned Tax office in order to apply for a business license.
·Certificate of incorporation
·Articles of incorporation
·The name, address and share portion of the promoters
·Opening balance sheets
·Detail list of property/assets
·Registered chop (seal) of the company
·Certificate of payment for shares of deposit in a bank
·List of shareholders
·List of directors
·Other documents, if required.