ARTICLES OF INCORPORATION

[1] ARTICLES OF INCORPORATION

Articles of Incorporation are a set of formal documents which outlines initial statements and key aspects of the corporation to be. Matters that must absolutely be included in the Articles of Incorporation to come into effect, pursuant to the Korean Commercial Law, Article 179, are:

1. Objectives of the business;

• The objective of the company must include engaging in commercial activities and other profit-making activities. Non-profit organizations are not considered a corporate.
• The “Objectives” refer to business descriptions from the Korean Standard Industrial Classification(KSIC), provided by KOSTAT(Statistics Korea), a government organization for statistics under the Ministry  of Economy and Finance.

2. Corporate Name;

• Only one corporate name can be used for one legal entity, and the name of a branch office shall explicitly indicate its relationship to the principal office (Commercial Law, Article 21)
• The corporate name must include the either of the five “partnership company”(hapmyeong hoesa), “limited partnership company”(hapja hoesa), “limited liability company”(yuhanchaekim hoesa), “stock company”(jusik hoesa), or “limited company”(yuhan hoesa) pursuant to its business structure. (Commercial Law, Article 18)
• Must choose a corporate name that does not overlap with other corporations in the same location as the corporate’s primary office. Corporate names can be browsed at the Supreme Court of Korea Registry internet site(iros.go.kr).

3. Name, Resident Registration number and address of each member;

• Resident Registration number is required for Koreans. For foreigners, a copy of passport and proof of address is required to verify his/her identification. Copay of an identification card such as a driver’s license including the address suffice for proof of address, but it needs to be notarized.

4. The subject matter, value of investment made by each member;

• “Subject matter” refers to the means by which the member contributed to the incorporation–whether the contribution was made in cash or with other properties.
• The value of investment, especially if the contribution was made with other properties, must be evaluated by a qualified third party.

5. Address of the Principal Office;

• The address needs to be in Korea. Real Estate Lease Agreement needs to be submitted later on in the incorporation process.

6. Date the Articles of Incorporation are executed.

• Date of Execution refers to the day the Articles of Incorporation were signed.

7. Each member must affix his/her seal or signature next to his/her name written by hand. A signature or seal suffice for companies with a total amount of capital of less than thousand million (1,000,000,000)KRW; for companies with a total amount of capital of more than the aforementioned amount, the Articles of Incorporation needs to be notarized.

[2] CERTIFICATE OF CAPITAL CONTRIBUTION

Certificate of Capital Contribution is a document written by the members of the corporation which certifies that an initial capital investment has been made, whether in money or in property. Name, DOB, each members’ amount of investment, and each of their signature/seal must be affixed to the document.

[3] UNANIMOUS CONSENT OF MEMBERS

Unanimous Consent of Members is a document which the member/s of the corporation make a resolution to appoint manager/s and the president of the company. There may be one or more than one members. If the member is a nautral person name, DOB, address is required. If the member is a corporate entity, the corporate registration number is required instead of the DOB.

Manager/s does not have to be a member in a LLC. If the manager is a member he/she is called a “managing-member”, if not, he/she is referred to as a “manager”.

Each member/s’ signature/seal must be required next to their names.

[4] CONSENT TO ACT AS ~

Consent to Act as Manager/Managing Member and Company Representative is a document which certifies that the appointed person consents to his/her appointment as the company representative.

[5] REGISTRATION OF CORPORATE SEAL IMPRESSION

In Korea, a corporate seal is normally used instead of the signature of the company representative. In order to avoid impersonation or embezzlement the state requires the company to register its corporate seal upon incorporation.

It must include the name, DOB, address of applicant, and a POA to empower the attorney-in-fact in registering the corporate seal. The corporate seal must be displayed on the next page for the registry office to issue the Seal Certificate with.