The wholly Amended Commercial Registration Act (Law No. 12592, Wholly Amended on May 20, 2014) (“CRA”) and the Commercial Registration Rules (Supreme Court Rule No. 2560, Wholly Amended on October 2, 2014) (the “Rules”) have been in effect since November 21, 2014. Primarily, the amended and implemented Commercial Registration Act and the Commercial Registration Rules includes registration policies for limited partnerships and limited liability companies newly established under the amended Commercial Code (Implemented on April 15, 2012) (the “Commercial Code”) and entrusts matters with respect to commercial registration procedure to the Rules in order to operate the commercial registration policy expeditiously and flexibly.
In this connection, there are issues to be aware of, as practices have changed with respect to the processing of foreign companies with places of business in Korea and processing of foreign notarized documents. A foreign company with a place of business in Korea for Korea business which has the same type of business as a stock company (Jusik Hoesa) in Korea or very similar to it (“Foreign Company”) should register the method of the public notices in Korea and foreign documents notarized by a public notary including a foreign document issued by a foreign government or another body with authority (the “Public Document”) should undergo the process whereby the document is confirmed by the consul of Korea in that country (the “Consul”), in principle.
A Foreign Company should register the method of public notice in Korea when establishing a place of business (Article 74 of CRA). The Commercial Code requires that a Foreign Company make public notice (in an official gazette, daily newspaper, or through electronic means) of its balance sheet or something similar (Article 616-2 of the Commercial Code). In commercial registration practice, it is required that this be reflected and the registration of a place of business include the notice method, accordingly. This is for the purpose of securing the effectiveness of the Foreign Company notice system by requiring that the notice method be followed in registering, just as is the case for a Korean company. Therefore, a Foreign Company that plans to register the establishment of a place of business in Korea on or after November 21, 2014 should also submit the “Information Proving Decision of Public Notice Method in Korea” in order to register the public notice method (Article 163(1)4 of the CRM). A place of business of a Foreign Company that is already registered as of November 21, 2014 can also register the public notice method by amending the registration (Article 4 of the Procedural Guidelines and Legislation Precedent on Establishing and Closing of Place of Business of a Foreign Company).
The Public Documents attached as application of a corporate registration should be, pursuant to Act on Notarial Acts Done at Overseas Diplomatic And Consular Missions, confirmed by the Consul with respect to the authenticity of the seal or the signature affixed on the document issued by a public servant or a public notary of that country, and to the rank of the public servant and the notary. However, if that country is a signatory of the “Convention Abolishing the Requirement for Legalization for Foreign Public Documents,” verification of the Consul can be substituted with the submission of an apostille (Article 2 of the Procedural Guidelines and Legislation Precedent on a Foreign Public Document). Therefore, while previously a power of attorney or approval of appointment of a foreign director was often submitted when applying for registration only with notarization by a public notary without confirmation of the Consul (the registration practice was not streamlined, such as the registrar sometimes requiring consul confirmation), now, as of November 21, 2014, submission in principle requires confirmation by the Consul or an apostille.