1.

Abolition of the Branch Register Requirement

Under the current KCC, a company is required to register its branch office with the court register located at the branch office, separately from its principal office. The branch register was required to include details that were mandatorily required to be stated in the principal office register, unless an exception applied in the KCC (KCC, Articles 35 and 181).

These requirements and practices raised the following issues:
 

(1)

There could be inconsistencies between the principal office register and the branch office register, which negatively affect the reliability of official corporate registers.
 

(2)

A separate branch register offers no practical benefit as most of the registered items in a branch office register can be found in the principal office register already. In addition, corporate registers are now available through a centralized and computerized system and anyone can retrieve or access a corporate register online through such system. Hence, the need for a separate branch register, with the court register at the branch office address no longer exists.
 

2.

Simplification of the Procedure for Registering the Relocation of Principal Office

Under Article 182 (1) of the current KCC, within two weeks of the company’s relocation of its principal office, the company must register the address of the new location and the relocation date at the register at the former location, as well as register the principal office at the register at the new location, as required under Article 180 of the KCC.  

Given that the identity of the company remains the same despite the relocation of its principal office, the aforesaid requirement has been criticized for potentially undermining the continuity of registration for the same company, when its existing registration records are required to be closed to open new registration records.

To address this issue, the Amendments provide that when a company relocates its principal office, the new location and the relocation date shall be registered either at the previous location or the new location of the principal office within two weeks, and if a company relocates its branch office, the new location, and the relocation date shall be registered at the location of the principal office within two weeks.
 

3.

Realignment of the Registration Requirements for Overseas Companies

The current KCC has no provisions specifying the types of information required for registration for an overseas company, except to state that an overseas company establishing a business office to engage in business in the Republic of Korea shall make the same registration as that of a branch office of a Korea-incorporated company or a company of the most similar kind (Article 614 (2) and (3) of the KCC).

In order to eliminate regulatory ambiguity and realign the regulatory framework following the abolition of the branch register requirement, the Amendments stipulate the matters requiring registration for an overseas company, along with the procedures for registering the relocation and changes of an overseas company’s business office. Accordingly, the business office of an overseas company is required to register the following matters: (i) the governing law of the establishment of the company; (ii) the name, address, resident registration number, etc., of the company’s representative in Korea; and (iii) general matters of the company (e.g., purpose of incorporation, trade name, personal information of the representative, regulations on co-representatives, location of the principal office and branch office, duration of the company’s existence or reasons for dissolution and method of public notice, etc.).