Articles of Incorporation for a Korean company

In Korea, all companies must have its articles of incorporation and have them registered at the Court’s corporate registry. While the articles of incorporation at the initial registration of a company which is newly established must be registered at the corporate registry, any changes thereto must also be registered at the corporate registry within two (2) weeks. Let us look through a sample of the articles of incorporation for a joint stock company in Korea.

Generally speaking, as shown in the sample, the first chapter stipulates the basic information about the company, such as (i) the name of the company both in Korean and English; (ii) the business purpose of the company; (iii) the location of the headquarter; and (iv) the method of publication. As for our sample company, it is called “Korea Company Co. Ltd.” with the manufacturing business and any ancillary business activities thereto as its business purposes. Its headquarter shall be located in Seoul, Korea with the board of directors which may resolve to establish a branch office. Any matters in relation to the company shall be published via a daily newspaper published in Seoul, Korea.

The second chapter stipulates on shares and share certificates. It stipulates, among other things, (i) a total number of shares which may be issued by the company; (ii) the par value of a share; (iii) a total number of shares to be issued at the time of incorporation; (iv) the classes of shares; etc. As for our sample company, while the company may issue a total of 20,000,000 shares, a total of 200,000 shares was issued initially at the time of incorporation with KRW 500 (which is roughly about USD 50 cents) per a share, which implies the company’s initial paid-in capital amount of KRW 10,000,000.

The articles of incorporation then go on generally as follows:

Chapter 3. Bonds
Chapter 4. Meeting of Shareholders
Chapter 5. Directors
Chapter 6. Board of Directors
Chapter 7. Accounting

While the articles of incorporation are the fundamental document which governs the company, they shall also be compliant with the Commercial Act of the Republic of Korea. We, Chaeum, provide the articles of incorporation both in Korean and English, so should you require the articles of incorporation for your newly established Korean company or require any amendment on them, please contact us at hjk@chlaw.co.kr.