The business register in the Republic of Korea is the 상업등기부 (commercial register), commonly called the 법인등기부 (corporate register). It is a court register, kept by the registry offices of the district courts under the Supreme Court’s National Court Administration and accessible online through the 인터넷등기소 (Internet Registry Office) at iros.go.kr. Separately, every business including every sole proprietor must obtain 사업자등록 (business registration) from the district tax office. Korea is unusually open: anyone may obtain a certificate of a company’s registered matters without showing any interest.

The company registry in South Korea

The 상법 (Commercial Act) provides that matters required to be registered are entered, on the party’s application, in the commercial register of the court having jurisdiction over the location of the business office, or of the head office in the case of a company. The 상업등기법 (Commercial Registration Act) assigns the work to the district court, its branch court or a registry office with jurisdiction over the head office, with central information technology operation inside the National Court Administration. This is the essential structural point: in Korea corporate registration is a judicial function, not an administrative one.

Two different numbers

Korean companies carry two identifiers and they are frequently confused. The 사업자등록번호 (business registration number) is issued by the tax office to every business, including sole proprietors and branches; it is a tax identifier. The 법인등록번호 (corporate registration number) is issued by the registry office and entered on the register record; it identifies the register entry itself. Business registration must be applied for within twenty days of the commencement of business, per place of business, and is filed and verified through the tax administration’s online systems.

Sole proprietors

A 개인사업자 (sole proprietor) has no entry in the corporate register. The Commercial Registration Act lists the register books that are kept — trade name, minor, legal representative, manager, limited partnership, unlimited partnership company, limited partnership company, limited liability company, stock company, limited company and foreign company registers — and a sole proprietor is not a company and has no company record. A sole proprietor may only optionally register a trade name in the trade name register. Verification of a Korean sole proprietor therefore runs through the business registration certificate, not the court register.

Legal forms that can be registered in South Korea

The Commercial Act states that companies are of five kinds:

  • 주식회사 — jusik hoesa (Stock company) — shareholders are liable only up to the subscription price of their shares. The dominant Korean form. The minimum capital requirement was abolished in 2009; what remains is a minimum par value per share where par-value shares are used.
  • 유한회사 — yuhan hoesa (Limited company) — members’ liability is limited to their contributions; a closely held form.
  • 유한책임회사 — yuhan chaegim hoesa (Limited liability company) — introduced by the 2011 amendment with effect from 2012. All members enjoy limited liability while internal governance follows a partnership model.
  • 합자회사 — hapja hoesa (Limited partnership company) — a mix of unlimited-liability and limited-liability members, and the register must state which members fall into which category.
  • 합명회사 — hapmyeong hoesa (Unlimited partnership company) — all members are jointly and severally liable without limit.

Beyond the five company types, two further arrangements exist:

  • 합자조합 — hapja johap (Limited partnership) — a contractual partnership rather than a company, introduced in 2011, with its own register book; the executive partner must register it within a short statutory period.
  • 익명조합 — ingmyeong johap (Undisclosed association) — a silent partner contributes to the other party’s business and shares in the profits, with the contribution deemed to be the operator’s property. It is not a registrable entity and has no register book.

A 외국회사의 영업소 (business office or branch of a foreign company) must be registered: a foreign company doing business in Korea must appoint a representative in Korea and establish a business office, or have at least one representative domiciled in Korea, and foreign companies equivalent to a stock company must publish a balance sheet. Branches have their own register book.

Information available from the Korean business register

The governing rule is expansive: anyone may, on payment of the fee and in accordance with Supreme Court rules, inspect all or part of the matters recorded in a register record and obtain a certificate evidencing them. No interest need be shown, applications may be made at any registry office rather than only the competent one, and the service is available online.

What a register record contains follows from the Commercial Act: the trade name, the head and branch office addresses, the corporate purpose, the amount of capital, the total number, classes and content of shares issued, clauses requiring board approval for share transfers, stock option clauses, duration or grounds of dissolution, the names and resident registration numbers of inside, outside and other non-standing directors, auditors and executive officers, and for the representative director or representative executive officer the name, resident registration number and address, together with joint-representation clauses, the transfer agent, the audit committee and the corporate registration number.

What is restricted

Three limits apply. First, the Supreme Court rules on commercial registration allow the resident registration numbers of officers or managers to be wholly or partly withheld from display on inspection or on a certificate, and personal data in attached documents to be protected. Second — and this is the key restriction — 부속서류 (attached documents) may be inspected only as to the part in which the applicant has an interest. This is why the 정관 (articles of incorporation), which are submitted as an attached document with the incorporation application rather than forming part of the register record, are not publicly obtainable from the registry.

Third, Korea has no public beneficial ownership register. No such register appears among the statutory register books and none is created by the Commercial Act or the Commercial Registration Act. What exists instead is a private-sector customer due diligence duty: under the financial transaction reporting legislation, financial institutions must identify the natural person who ultimately owns or controls the customer, and that information is held by the institution and the financial intelligence unit rather than published.

Financial statements are published elsewhere. Listed companies, companies about to list and companies meeting statutory size thresholds — including limited companies — are subject to external audit; audit reports are filed with the securities regulator and the accountants’ institute and must be made available for public inspection, and periodic business reports are disclosed through the DART electronic disclosure system.

Documents that can be obtained from the register

  • 등기사항전부증명서 (Certificate of all registered matters) — issued in three variants: including cancelled entries, currently valid matters only, and closed records. It carries the full history of the name, address, purpose, capital, shares and officers, and is the standard Korean corporate extract used to prove existence, legal form, capital and representation authority.
  • 등기사항일부증명서 (Certificate of part of the registered matters) — the same three variants, limited to the items requested together with the identifying data.
  • 법인인감증명서 (Corporate seal certificate) — a person who has filed a seal with the registry office may obtain a certificate of that seal, obtainable at any registry office and used to authenticate the company seal on contracts and on notarial and court documents. An electronic certificate with a limited validity period is also available.
  • 사업자등록증 (Business registration certificate) — issued by the tax office and showing the business registration number, the trade name, the representative, the business address and the business type and category. It is issued to companies and sole proprietors alike and is the practical identity document for tax and invoicing.
  • DART filings — the annual business report, half-yearly and quarterly reports, audit reports, material event reports and major shareholding disclosures, for listed and externally audited companies. This is where financial statements and governance information are found.

The 정관 (articles of incorporation) are, as noted, an attached document and are not obtainable from the registry by the general public.

Frequently Asked Questions

What is the business register in South Korea called?

The commercial register, usually referred to as the corporate register, kept by the registry offices of the district courts and accessible through the Internet Registry Office.

Is Korean company information public?

Yes, unusually so. The Commercial Registration Act allows anyone to inspect a register record and obtain a certificate of registered matters, on payment of the fee and without showing any interest.

What is the difference between the two Korean company numbers?

The business registration number is issued by the tax office to every business as a tax identifier; the corporate registration number is issued by the registry office and identifies the court register entry.

Are sole proprietors in the Korean corporate register?

No. A sole proprietor is not a company and has no company register record; only an optional trade name registration is possible. Verification runs through the business registration certificate.

Can I obtain the articles of incorporation of a Korean company?

Not from the registry as a member of the public. The articles are an attached document, and attached documents may be inspected only as to the part in which the applicant has an interest.

Does Korea have a beneficial ownership register?

No public one. Beneficial owner identification is a customer due diligence duty of financial institutions under the financial transaction reporting legislation, and the information is not published.

Sources

Keywords

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