Appointment of a Foreign Representative Director in Korea — Required Documents and Registration Procedures

As global companies increasingly establish Korean subsidiaries and Korean startups attract greater levels of foreign investment, it has become increasingly common for foreign nationals to be appointed as representative directors of Korean companies.

Under the Korean Commercial Act, there is no restriction based on nationality or Korean residency status on the appointment of a foreign national as a director or representative director of a Korean company.

In practice, however, the registration process can be considerably more complicated because foreign documents must be used in place of Korean identification documents such as seal certificates and resident registration records. Depending on the individual’s nationality and residence status, notarization, apostille or consular legalization, Korean translation, and additional registration procedures may be required.

This article explains the legal status of foreign representative directors, the documents required for registration, the step-by-step appointment procedure, and practical issues that frequently arise.

1. Requirements and Documents for Appointment of a Foreign Representative Director

Under Articles 382 and 389 of the Korean Commercial Act, there is no nationality restriction on who may serve as a director or representative director.

Accordingly, a foreign national may be appointed as the representative director of a Korean company as long as the appointment is properly approved in accordance with the company’s Articles of Incorporation and applicable corporate procedures.

Non-Resident Foreign Representative Director

A foreign national may also be registered as the representative director of a Korean company while residing outside Korea.

The required documents and procedures differ significantly depending on whether the individual:

• resides in Korea and holds an Alien Registration Card or Residence Card; or
• resides overseas and does not have Korean resident registration documentation.

One of the most common reasons Korean registries issue requests for correction or supplementation is that foreign documents have not been properly prepared, notarized, authenticated, or translated.

Category	Foreign National Residing in Korea	Foreign National Residing Overseas
Identification	Alien Registration Card or Residence Card	Copy of passport, generally notarized
Proof of address	Korean documentation or other acceptable proof of address	Government-issued proof of address or notarized address declaration
Seal / signature	Korean seal certificate if registered, or acceptable signature certification	Notarized signature certificate or home-country seal certificate where applicable
Acceptance of office	Acceptance of Appointment	Acceptance of Appointment
Registration number	Alien registration number / residence report number	Separate registration number may need to be obtained for Korean registration purposes

A. Documents to Be Prepared by the Foreign Representative Director Residing Overseas

Acceptance of Appointment

The foreign representative director should execute a written Acceptance of Appointment confirming his or her consent to serve as representative director.

The document should bear the individual’s original signature and may need to be notarized in the country where it is executed.

Signature Certificate

Korean nationals generally use registered seals and seal certificates.

Foreign nationals from jurisdictions without a comparable seal-registration system, such as the United States and many European and Middle Eastern countries, may instead prepare a notarized signature certificate or affidavit confirming the authenticity of their signature.

Where the foreign national comes from a jurisdiction that maintains an official seal certification system, the relevant home-country seal certificate may be accepted depending on the circumstances.

Proof of Address

Because the representative director’s address may need to be reflected in Korean registration documents, proof of residence should be prepared.

This may include government-issued documentation showing the individual’s residential address. Alternatively, depending on the jurisdiction and registry practice, a notarized declaration of address may be used.

Passport Copy

A passport copy is generally required to verify the individual’s identity and nationality.

Obtaining notarization confirming that the copy is a true copy of the original passport may help reduce the risk of a registration deficiency.

Registration Number for Korean Registration Purposes

A foreign national who does not have Korean alien registration or domestic residence registration may need to obtain a separate Korean registration number to substitute for a Korean resident registration number for certain registration purposes.

The applicable procedure should be confirmed in advance based on the individual’s status and the registration being filed.

B. Documents to Be Prepared by the Korean Company

Shareholders’ Meeting Minutes or Board Minutes

The company must prepare minutes evidencing the appointment of the representative director by the corporate body authorized under the Korean Commercial Act and the company’s Articles of Incorporation.

The minutes should accurately reflect compliance with notice requirements, attendance requirements, voting thresholds, and other procedural requirements.

Depending on the type of resolution and company structure, notarization or certification requirements should also be reviewed.

Articles of Incorporation

A copy of the company’s Articles of Incorporation should be reviewed to determine which corporate body has authority to appoint the representative director and what procedural requirements apply.

Corporate Seal and Related Registration Documents

Where the appointment involves changes to the company’s registered seal or authorized representative information, the necessary corporate seal registration documents should also be prepared.

Additional procedures may apply where a foreign representative director uses a signature rather than a Korean-style personal seal.

Power of Attorney

Where a law firm, judicial scrivener, or other authorized representative handles the registration process, an appropriate power of attorney should be prepared.

2. Five-Step Procedure for Appointing and Registering a Foreign Representative Director

Because the process involves overseas notarization, authentication, international delivery, translation, and Korean corporate registration, careful scheduling is essential.

Step 1: Internal Corporate Resolution

The company should convene a shareholders’ meeting or board meeting, as applicable under its Articles of Incorporation, and approve the appointment of the foreign representative director.

The minutes should clearly record compliance with applicable notice procedures and voting requirements.

Step 2: Overseas Notarization and Apostille or Legalization

Where the foreign representative director resides overseas, documents such as the Acceptance of Appointment, signature certificate, proof of address, and passport copy may need to be notarized before a local notary public.

Depending on the country in which the documents are issued, additional authentication may also be required.

Apostille Convention countries:
Where the relevant country is a party to the Apostille Convention, the notarized documents may need to obtain an apostille from the competent authority in that jurisdiction.

Non-Apostille countries:
Where the relevant jurisdiction does not use the apostille system for the document concerned, legalization or consular authentication procedures may be required before the documents are accepted in Korea.

Step 3: Korean Translation

Foreign-language documents submitted to the Korean registry should be accompanied by Korean translations.

The translation should accurately reflect names, addresses, dates, corporate titles, and other material information contained in the original documents.

Particular care should be taken to ensure that the spelling of the foreign director’s name and address is consistent across the passport, notarized documents, corporate resolutions, and registration application.

Step 4: Filing with the Competent Court Registry

The registration of the representative director should generally be filed with the court registry having jurisdiction over the company’s registered head office within the applicable statutory registration period following the effective date of appointment.

Where the filing deadline is missed, an administrative fine may be imposed under the Korean Commercial Act.

Because overseas notarization and international delivery can take considerable time, the required documents should be prepared as early as possible.

Step 5: Update Business Registration and Banking Information

After the change of representative director has been reflected in the corporate registry, the company should update its business registration information with the relevant tax office.

The company should also notify its banks and update:

• corporate account representative information;
• internet banking authority;
• authorized signatories; and
• other financial transaction permissions.

Until these updates are completed, normal banking and corporate operations may be disrupted.

3. Common Practical Issues and Solutions

Appointment of a foreign representative director often involves not only corporate registration issues but also tax, banking, immigration, and administrative considerations.

① Advance Preparation of the Required Foreign Registration Number

A non-resident foreign director who does not have an Alien Registration Number or domestic residence registration number may require a separate Korean identification number for registration purposes.

This issue should be reviewed before the corporate filing is made because failure to obtain the required number can delay acceptance of the registration application.

② Increased Scrutiny of Business Registration Where the Representative Director Is Non-Resident

Although a non-resident foreign national may legally serve as a representative director, practical difficulties can arise at the tax office or bank.

Where the representative director does not reside in Korea, the authorities or financial institutions may closely examine whether the Korean company maintains substantive business operations, including:

• the existence of an actual office;
• the lease relationship;
• the nature of the company’s business;
• the presence of local personnel; and
• the company’s operational and management structure.

Accordingly, the company should be prepared to demonstrate that it maintains genuine business operations in Korea.

③ D-8 Corporate Investment Visa

Where a foreign national dispatched by an overseas parent company is appointed as representative director and will reside and work in Korea, an appropriate immigration status should also be considered.

For foreign-invested companies, a D-8 corporate investment visa may be available depending on the investment structure, investment amount, foreign-invested company registration, the individual’s role, and other applicable requirements.

The investment remittance, foreign investment registration, corporate registration, and visa application should therefore be coordinated as part of a single implementation schedule.

Appointing a Foreign Representative Director Is More Than a Simple Corporate Registry Filing

The appointment and registration of a foreign representative director involve multiple interconnected legal and administrative procedures.

Even a minor discrepancy—such as missing notarization language or inconsistent spelling of a name or address—can trigger a correction request from the Korean registry and delay the process by several weeks.

Such delays may also affect business registration, banking arrangements, visa applications, and other operational matters.

Accordingly, foreign-invested companies should carefully coordinate the preparation of overseas documents, notarization and apostille requirements, Korean translations, registration filings, tax-office updates, and related administrative procedures from the outset.

Engaging experienced Korean corporate counsel to manage the process can significantly reduce registration risk and help ensure that management authority is established smoothly and efficiently.