Subsidiary, branch or liaison office — the choice determines your tax position, your ability to hire, and how hard it is to send money home. We help you choose deliberately, then build it.
Almost every expensive problem we are called in to unwind in Korea traces back to an entity type
chosen for the wrong reason at the start — usually because it was the cheapest to establish, or
because a group template said so.
The three options are genuinely different things, not tiers of the same thing.
Subsidiary (유한회사 / 주식회사)
Branch (지점)
Liaison office (연락사무소)
Legal status
Separate Korean company
Extension of the foreign parent
Extension of the parent, non-trading
Can it sell and invoice?
Yes
Yes
No
Who carries liability
The Korean company
The foreign parent
The foreign parent
Taxed on
Its own worldwide profits, in Korea
Korean-source income
Not a taxpayer on profit; it has none
Foreign-invested company status
Available
Not applicable
Not applicable
Typical fit
Any operating business
Some financial and project structures
Genuine market research and liaison only
The setup sequence
The order is not arbitrary. Each step depends on the previous one producing a document.
Decide the structure. Entity type, shareholding, directors, capital, registered address.
Prepare parent documentation. Certificate of incorporation, articles, board resolution,
signature certificates — notarised, apostilled or consularised as required, and translated.
File the foreign investment notification. Made before the capital moves, at a designated
foreign exchange bank or through KOTRA.
Remit the capital into the account opened for the purpose, so the payment is traceable to
the notification.
Incorporate at the court registry, producing the corporate registry extract.
Register the business with the district tax office, producing the business registration
certificate — the document you will be asked for by every counterparty for the rest of the
company’s life.
Register the corporate seal, open the operating bank account, and set up the compliance
calendar.
Foreign-invested company status
Registering as a foreign-invested company under the Foreign Investment Promotion Act is not
automatic — it requires investment at or above the statutory threshold and a formal notification
process. What it gives you is meaningful: the FDI registration certificate that banks and
counterparties expect to see, access to the investor visa route, and eligibility for incentives
that vary by industry and location.
Getting the bank account open
This is the step that surprises people, and it is worth saying clearly: incorporating a
company is easier than opening its bank account.
Korean banks apply anti-money-laundering and know-your-customer procedures that assume a human
being will appear in a branch with original documents. Ownership structures with several layers,
beneficial owners in multiple jurisdictions, and directors who are all overseas all extend the
process. Nothing about this is unreasonable; it is simply not something you can complete by
email from another country.
Practical measures that help: a local representative who can attend in person, a clean and
clearly documented ownership chain, a business plan that explains expected transaction flows,
and choosing a bank with an experienced foreign corporate desk rather than the nearest branch.
After registration: the first ninety days
Incorporation is the beginning of a compliance calendar, not the end of a project.
Four major insurance registration before the first payday, if you are hiring.
First VAT period — obligations begin immediately, whether or not you have traded.
Fiscal year and accounting policy decisions that are much easier to make now than to
change later.
Rules of employment if headcount will pass the statutory threshold.
Foreign exchange reporting for any borrowing or non-standard flows with the parent.
We normally take clients from registration straight into
accounting,
payroll and
tax filing so there is no gap between the company existing and
the company being compliant — because the calendar starts whether or not anyone is watching it.
Official portals & tools
The government portals behind this topic. Opens in a new tab.
Invest KOREA (KOTRA) — The national investment promotion agency — FDI procedure guides in English
Subsidiary, branch or liaison office — which should we choose?
A subsidiary is a separate Korean company, taxed on its own profits, able to trade and hire freely, and the only one of the three that qualifies for foreign-invested company status with the incentives attached to it. A branch is an extension of the foreign parent, taxed in Korea on its Korean-source income, with the parent carrying the liability. A liaison office cannot conduct profit-generating business at all — it exists for market research, liaison and quality control, and it may not issue invoices. Most operating businesses need a subsidiary. Liaison offices are chosen far more often than they are appropriate, usually because they look cheap, and then have to be converted once the office starts selling.
What is the minimum capital to register a foreign-invested company?
Korean company law does not impose a general minimum share capital, so a locally-owned company can be formed with a nominal amount. Foreign-invested company status under the Foreign Investment Promotion Act is different: it requires investment at or above a statutory threshold, which has long stood at 100 million won, and which unlocks the FDI registration, the associated visa route and certain incentives. Below that threshold you can still own a Korean company — you simply are not a registered foreign-invested company. Since the threshold is set by statute and can be amended, confirm the current figure before you remit.
How long does incorporation take?
The filing steps are not the constraint. Where a straightforward subsidiary is concerned, the sequence — FDI notification, capital remittance, registry incorporation, business registration — moves in weeks rather than months. What actually stretches timelines is document preparation from the parent side: notarised and apostilled corporate documents, certified translations, and signatures from directors in another time zone. Start collecting those first and the rest follows quickly.
Can a foreign director run the company without living in Korea?
A Korean company can have foreign directors resident overseas, and there is no general requirement for a resident director. But several practical things — opening and operating a bank account, dealing with banks under anti-money-laundering procedures, signing at the registry, receiving official correspondence — assume somebody is physically here. Companies that set up with no local presence at all usually find the bank account is the wall they hit. A registered office and corporate secretarial arrangement solves most of it.
Do we need a Korean address before we can register?
Yes — a company must have a registered head office address in Korea, and the business registration is issued against a specific address that the tax office can associate with the business. A serviced office or a registered office service is acceptable for many businesses, though certain licensed activities require genuine premises. We provide a registered office where that is appropriate and will tell you plainly when your intended activity requires more than that.
How do we get profits back out of Korea?
Through dividends, service fees, royalties or interest, each with its own tax and foreign exchange treatment. This is worth planning at setup rather than at the first profitable year end. Dividend distribution requires the statutory accounts and shareholder approvals to be in order; withholding applies and may be reduced by treaty; and foreign exchange transaction reporting rules apply to the remittance itself. Companies that set up without thinking about repatriation frequently find the mechanism they assumed would work is the most expensive of the four.
Foreign-invested company status turns on two numbers — KRW 100 million per investor and 10 percent of the voting shares. Meeting them is easy. Knowing what the status is still worth after the 2019 and 2025 incentive changes is the part that decides how you structure the entry.
Statutory books kept in Korean for the tax office, and a management pack in your group's format and language for the people who make decisions. One team does both, so the two never disagree.
Statutory books maintained under Korean GAAP or K-IFRS
Monthly close with a fixed calendar you can plan around
Head-office reporting pack in your group's format
Audit support and auditor liaison when thresholds are met
Monthly payroll, the four major insurances, withholding and year-end settlement — calculated in Korea, reported in English, and reconciled into your accounts rather than sitting in a separate system.
Monthly gross-to-net with a confidential payslip run
Four major insurances registered, reported and reconciled
Severance liability tracked, not discovered at exit
February year-end settlement handled for every employee
The Korean filing calendar, handled end to end: VAT returns, the corporate income tax return, withholding on payments to your parent, and the transfer pricing file that supports them.
VAT returns filed on the statutory quarterly cycle
Corporate income tax return and interim return
Withholding and treaty relief on cross-border payments
Transfer pricing documentation for related-party dealings
Bank signatory, cash administration, reconciliation and vendor control — the segregation of duties a three-person Korean office cannot build on its own, provided from outside it.
Bank signatory as an independent control on payments
Cash and fund administration, with or without custody
Account reconciliation as a standing monthly control