The process of establishing a US branch as a foreign enterprise is significantly less complicated than one might expect, considering the potential discrepancies Korean and US business laws. For the purpose of establishing a corporation or any of its variants (i.e. LLC, Partnership, etc), a foreign corporation is described as one that has been formed, and is thus subject to laws outside of the relevant state’s jurisdiction. Thus, in classifying foreign enterprises, there is essentially no distinction made between a corporation of a foreign country and that of a differing state.
In order for a foreign company to open a branch in a particular state, it must first obtain a Certificate of Authority, or permission to do business within that area. After this has been established, the foreign company is then free to conduct business related activities, such as forming a branch, in the granting state. Although procedure for obtaining a Certificate of Authority or comparable authorization varies among states, the general application process involves roughly the same elements.
Application for a Certificate of Authority generally consists of three main parts; a state issued application form, a written affidavit or other form of documentation proving that the foreign company is a real enterprise and in good standing, and payment of an application processing fee. On the application form, information such as the location of the corporation’s principle executive office, the company’s date of corporation, and proposed office location in the relevant state. A certificate of existence should be submitted with the application as well. This documentation may be obtained from the foreign region (ie Korea) in which the enterprise is incorporated. If this document is written in Korea, it will need to be translated into English before being submitted. Often, this certification also needs to be dated near the time of application. Finally, a filing fee of approximately $100 – 225 USD will be requested. The amount will vary among states. This may generally be paid in the form of cash, check, or a money order, although common sense discourages mailing cash payments.
Additionally, the name and address of the person filing an application must be presented. Generally this information will be sufficient, but in certain states, more thorough information, such as the filer’s social security number and relation to the applying company, may be requested. For this reason, it is necessary to check with the Department of State for the specific state in which one’s corporation seeks to do business.
After an application has been submitted, it will usually not take the state more than a month to process and subsequently grant permission to do business within its boundaries.