Changing Officers, Purpose, or Structure?

Most corporate registry mistakes aren't about the filing itself — they're about missing the 2-week deadline, assuming a routine event doesn't need registration, or getting the minutes-notarization requirement wrong. This guide covers the changes that come up most often after a company is already formed.

Can two companies share the same registered address?

Yes, on the registry side — the registrar only checks that the address is correctly stated and has no authority to verify the underlying lease, so a newly formed company can register at an existing company's office, or several companies can share one space. The complications show up at the tax office, not the registry: a direct lease (each company contracting separately with the landlord) is cleanest; a sublease between the existing and new company needs the landlord's written consent and invites closer tax-office scrutiny; and if both companies operate in the same industry (or share a representative), the tax office may specifically investigate whether transactions between them are genuine (e.g., tax invoices exchanged between related parties). Get the landlord's consent in writing, clearly divide the floor space in the lease itself, and confirm the local tax office's specific document expectations before filing.

When do AGM/board minutes need notarization — and when are they exempt?

Notary Act Article 66-2 requires minutes attached to a registration application to be notarized, except:

1. Founding a company by promoter subscription with capital under KRW 1 billion (Commercial Act Art. 295(1)).
2. A public corporation or non-profit corporation designated by presidential decree.
3. A resolution on a matter designated as minor by presidential decree — specifically, establishing/relocating/closing a branch office, or appointing/changing a transfer agent.

Two more practical exceptions: a unanimous written shareholder resolution at a company with capital under KRW 1 billion isn't "minutes" under the Notary Act at all, so it needs no notarization regardless of subject matter. And if a resolution's content includes nothing that actually needs to be registered, there's nothing to notarize either way.

What a minutes notarization actually requires

When notarization is needed, bring: (1) two originals of the minutes — one for the notary office's file, one for the registry filing; (2) a power of attorney sealed by every party being commissioned (company, officers, shareholders); (3) a personal statement, handwritten by whoever attends the notary office (the office has its own template); (4) a confirmation letter from the representative director (also templated); (5) one corporate seal certificate and one personal seal certificate, both issued within the last 3 months; (6) a corporate registry certificate including cancelled items (a "for viewing only" printout won't be accepted); (7) an AGM notice, if the notary has doubts about the resolution's procedure; (8) a shareholder list — required for AGM minutes, not needed for board minutes; (9) a copy of the articles of incorporation, matched against the original, stamped with the corporate seal and bound with connecting seals across every page; (10) the agent's ID (must be physically present) and stamp (a signature can substitute for a stamp). The notarization fee is roughly KRW 30,000 — if you need two originals returned, prepare four originals total and expect the fee twice.

How voting rights actually get counted

The default rule is one vote per share, per the principle of shareholder equality — but several situations restrict or remove it:

• Treasury shares held by the company itself carry no vote, and so does any cross-held stake where a company and its parent/subsidiary each hold 10%+ of the other.
• A non-voting share class can be issued to attract dividend-only investors uninterested in governance; conversely, multiple-voting shares (common in the US, tightly restricted in Korea) can help a startup founder retain control after outside investment.
• A shareholder with a special personal interest in an agenda item (e.g., a sale contract or loan agreement between the shareholder and the company) can't vote on that specific item — but being the subject of your own officer-appointment, removal, or compensation resolution does not count as a personal interest for this purpose.
• When electing an auditor, any shareholder holding more than 3% of total issued shares loses voting rights on the excess over that 3%. Most Korean companies have a single shareholder, so none of this matters in practice — but it becomes central the moment shareholders are in conflict.

Officer and representative director changes — the 2-week deadline that gets missed

Any change to a director, representative director, or auditor — term expiration, resignation, removal, new appointment, or reappointment (중임) — must be registered at the registry office for the company's principal office, within 2 weeks of the event. Missing this deadline risks a fine under Commercial Act Art. 635, and real cases of several hundred thousand won in penalties aren't rare.

The most common misconception: reappointing the same person to the same role (중임) still requires a registration filing — many companies wrongly assume no change means no filing obligation. Director and auditor terms run up to 3 years by default (shorter if the articles specify), and at expiration the company must either reappoint (중임 — still requires registration) or appoint someone new (registering both the outgoing officer's retirement and the new appointment).

Representative director changes follow the same 2-week deadline and penalty exposure. The election path depends on company structure: a shareholders' meeting elects directors, and the board then elects the representative director from among them — but a company with fewer than 3 directors has no board at all, so the shareholders' meeting elects the representative director directly. Required documents typically include the shareholders'/board meeting minutes (notarization required by default, subject to the exemptions above), corporate seal certificate and seal, articles of incorporation, shareholder list, corporate registry certificate, the incoming representative's letter of acceptance, personal seal certificate, and a resident abstract or other address-proof document.

Amending the business purpose (목적변경등기)

A company can only conduct business that's actually listed in its articles of incorporation — expanding into a new line (we've handled additions ranging from domestic travel services, to housing management, to attracting foreign medical patients) requires amending the articles and registering the purpose change before any related business registration, license, or permit application can even be filed. The special resolution needs the same quorum as any articles amendment — at least two-thirds of attending shareholders and at least one-third of total issued shares — and the registration itself must be filed within 2 weeks of that resolution.

Drafting the purpose clause well matters: the single most common rejection cause is writing something too generic (a bare "manufacturing business" invites a correction order for lack of specificity) rather than something specific enough for an ordinary reader to identify the actual industry ("household goods wholesale and retail" rather than just "wholesale and retail"). The Korean Standard Industrial Classification is a useful reference at the sub-class level or finer, but it's a registrar's convenience tool, not a binding legal requirement — the actual legal standard is just three things: commercial/for-profit character (Commercial Act Art. 169), lawfulness, and clarity. A company typically lists 10–20 purpose items, and a catch-all "and other incidental business" line at the end is permitted — but doesn't retroactively cover business lines that were never listed.

Dissolution and appointing a liquidator

Dissolution is the first step toward a company's legal personality actually ending — commonly triggered by a shareholders' resolution (roughly 98% of real cases), alongside the articles' own term expiration or dissolution triggers, merger, bankruptcy, court order, or converting a 주식회사 into a 유한회사 (Commercial Act Arts. 517, 520). An FDI company that fails to secure its intended visa (D-8, for example) sometimes dissolves specifically to recover its invested capital. Because dissolution requires a full accounting wind-down, coordinating with a tax accountant/CPA alongside the registry filing is essential — leftover assets after settling debts get distributed to shareholders, while debts exceeding assets require a formal corporate bankruptcy instead.

The dissolution resolution needs a special resolution (two-thirds of attending shareholders, one-third of total shares) and the meeting's minutes signed by the chair — with the same minutes-notarization exemption for companies under KRW 1 billion in capital using a unanimous written resolution. A liquidator is then appointed (by the articles or the dissolution resolution itself) — by default, the representative director becomes liquidator unless the shareholders specifically appoint someone else, and if multiple liquidators are named, one can be designated the representative liquidator. The dissolution-and-liquidator registration must be filed within 2 weeks of the dissolution event, at the registry office for the company's principal office, listing the reason and date of dissolution and the liquidator's (or liquidators') name, resident registration number, and address.

The liquidator's very first task is publishing a creditor notice twice in a newspaper, inviting creditors to file claims — prices vary considerably by newspaper (roughly KRW 150,000–200,000+ for the cheaper options), and the newspaper must match whichever public-notice method is already registered in the articles; if that method is now prohibitively expensive, some companies amend the articles' notice method before proceeding with dissolution.

Liquidation completion registration — the step people forget

Filing a business closure with the tax office is not the end — under Commercial Act Art. 520 and following, a corporation isn't fully extinguished until it completes a formal liquidation process: dissolution registration → liquidation proceedings → liquidation completion registration (청산종결등기). Skipping the last step is the single most common gap we see in already-dissolved companies.

The liquidator's remaining work — collecting claims, settling debts, distributing any remaining assets, and confirming tax filings and any arrears are cleared — has to finish before a closing shareholders' meeting approves that liquidation is complete, producing the liquidation completion minutes. A commonly confused document here is the settlement report (결산보고서), required under Commercial Act Art. 540: unlike a normal fiscal-year financial statement, it's dated as of the liquidation's actual completion (not a fiscal year-end) and its purpose is documenting how the company's remaining assets were disposed of, not reporting business performance. The liquidation-completion registration itself must be filed within 2 weeks of the completion resolution, with the registration application, the shareholders' meeting minutes (with the settlement report attached), the liquidator's seal certificate, and proof of registration-license tax payment.

Raising capital by offsetting a debt (상계증자/가수금증자)

When a company owes money to a shareholder or third party — most often as a temporary advance the representative director personally lent the company (가수금) — that debt can be converted directly into new shares by offset, without a cash payment changing hands. This is distinct from a debt-to-equity swap (출자전환), which is typically a financial-restructuring tool for a company already in debt distress and is treated more like an in-kind capital contribution requiring court approval; a straightforward offset against any confirmed, due, undisputed monetary claim (not just a director's advance) has been available without court approval since a 2011 Commercial Act amendment made it a normal set-off procedure rather than an in-kind contribution.

The process: confirm the debt is a fixed amount, past its due date, and undisputed (a contested or conditional claim can't be offset); pass a board resolution under Art. 416 if the company has a board (detailing the new shares' number, class, issue price, payment due date, and offset method), or a shareholders' resolution if it doesn't (a unanimous written resolution suffices for a company under KRW 1 billion in capital); document the underlying claim (a loan agreement for a director's advance, a business-transfer agreement for transfer proceeds) alongside an accountant-sealed subsidiary ledger; and have the company formally consent to the offset via an offset petition/declaration. The resolution's minutes should simply note "no payment bank designated due to offset" in place of the usual bank-deposit reference.

Electronic corporate registry filing (전자등기)

Most registrations — incorporation, officer changes, principal office relocation, purpose changes, name changes, and branch office setup/closure — can now be filed entirely online through the Supreme Court's Internet Registry Office, without a single visit to the physical registry office. Setup requires two credentials: an electronic certificate (전자증명서), which substitutes for the corporate seal impression (obtained once by visiting any registry office with a corporate-seal-stamped application, which produces a 16-character password used to complete registration online), and an OTP device for the representative's identity verification, substituting for a personal seal (available as a physical token for about KRW 18,000, or via a mobile/app-based OTP). Once both are registered as an electronic-filing user on the Internet Registry Office site, the benefits are real: no travel to a distant registry office (useful for a company outside Seoul, or a representative who can't easily visit in person), auto-filled application forms, and faster processing than a paper filing.

Changing an existing non-profit corporation's name, purpose, or officers

A non-profit corporation (사단법인)'s registry changes follow a genuinely different track than a for-profit company's — and mixing up which changes need advance approval versus which are just after-the-fact notice is the most common way this goes sideways. Officer changes are not subject to competent-authority (주무관청) approval at all — they're a post-hoc notification, typically due within about 10 days of the change. Name and purpose changes are the opposite — both require amending the articles of incorporation, which needs the competent authority's approval before the registration can be filed.

The purpose-change sequence runs: ① a special resolution at the general assembly, ② competent authority approval, ③ finalizing the articles amendment, ④ filing the change registration. Non-profit purpose changes get a specific kind of scrutiny for-profit companies never face — the competent authority actively checks whether the amended purpose still reads as genuinely public-benefit and non-profit in character. We've seen a real case where a phrase as innocuous as "advancing members' interests and fostering camaraderie" was flagged by a competent authority as sounding too self-interested/for-profit for a non-profit's stated purpose — wording that would never raise an eyebrow in a for-profit company's purpose clause can derail a non-profit's approval.

When multiple changes (name, purpose, and officers) are handled in a single combined filing — common when a non-profit rebrands or updates its mission — the officer-change portion still only needs post-hoc notice, but it has its own frequent correction points: whether the appointment resolution was procedurally valid, errors in calculating a term's start date, a missing letter of acceptance, or incomplete seal-related documents.

The recurring correction (보정) triggers across every non-profit change filing: a mismatch between the competent authority's approval date and the registration's stated cause-date; the articles amendment's actual content not matching what's stated in the registration filing itself; a defective general-assembly minutes format; and miscalculating an officer's term start date. Keeping the articles-amendment → approval → registration sequence internally consistent end-to-end is what prevents most of these.

One more practical trap specific to non-profits: a general-assembly resolution to amend the articles needs the statutory quorum of voting members (commonly at least two-thirds), and any member who can't attend needs to submit a proxy attendance letter — when that letter carries the member's registered personal seal impression, a wrong address on the letter or a faint, unclear seal impression is one of the most common reasons this whole process stalls while corrected paperwork gets re-collected from members. Non-profit registrations also carry a jurisdiction quirk regular companies don't: Seoul isn't a single non-profit registration jurisdiction — it's split into multiple districts (e.g., western, eastern, central) — so even a principal-office move that doesn't require an articles amendment can still require a separate cross-jurisdiction relocation registration depending on exactly where the new address falls.

Setting up a non-profit corporation — and why a tax ID number isn't the same thing

A common misconception: having a 고유번호증 (a tax-purposes identification number issued for record-keeping) is often mistaken for having legal non-profit corporate status. It isn't — a 고유번호증 is a tax-administration identifier, while an actual non-profit corporation under the Civil Code is a distinct legal person, capable of holding contracts and property in its own name, that comes into existence only through a competent authority's (주무관청) permission followed by registration at its principal office.

The first fork in the road is association (사단법인) vs. foundation (재단법인) — an association is a body of people organized around a shared purpose (members, a general assembly, officers, dues, voting procedures matter most), while a foundation is a body of endowed property organized around a purpose (contributed assets, a board, and how the funds may be used matter most). Getting this choice wrong early derails everything downstream, from drafting the articles to negotiating with the competent authority.

Non-profit status does not mean an organization can't generate any revenue — the actual restriction is that profits can't be distributed to members. A non-profit can run education programs, publishing, research services, or paid events and generate real income, as long as that income is reinvested into the organization's stated non-profit purpose rather than paid out — and the articles should clearly separate the primary non-profit purpose from any revenue-generating activity, since ambiguity here is a common source of competent-authority pushback during review. Which government body actually serves as the competent authority significantly affects how difficult approval turns out to be, and is worth confirming before drafting starts, not after.