Keeping proper statutory books and corporate registers is a fundamental legal obligation for companies operating in Korea. These records provide evidence of ownership, governance decisions and financial performance, and they must be available for inspection by shareholders, creditors and regulators.

Legal basis under the Korean Commercial Act

  • Merchants must preserve trade books and important business documents.

    Article 33 (Preservation of Trade Books, etc.) (1) Every merchant shall preserve his trade books, and all important documents relating to his business, for ten years. (2) Documents supporting entries in the trade books shall be preserved for five years. This general obligation applies to companies as commercial entities.

  • Articles of incorporation, minutes and key registers must be retained at the principal office and be open to inspection.

    Article 396 (Obligation to Retain and Disclose Articles of Incorporation, etc.) requires directors to retain the articles of incorporation and the minutes of general meetings of shareholders at the principal office and each branch office, and to retain the register of shareholders and the bond register at the principal office. Shareholders or creditors may, during business hours, request inspection or copying of these documents.

  • Limited companies also have specific obligations to keep books of account and related documents.

    Article 287-34 (Books of Limited Company) provides that limited companies shall keep books, documents and financial statements prescribed by law, and that these must be preserved for a prescribed period at the principal office.

  • Failure to keep statutory books, or misstatements in such books, may result in administrative fines.

    Article 635 (Acts Subject to Administrative Fines) (1) 9. provides that failure to state required particulars in the articles of incorporation, register of shareholders, bond register, minutes, audit and inspection records, financial statements, business reports or other documents indicating financial status and management performance of the company, or making misstatements therein, can be sanctioned by an administrative fine of up to five million won.

Are statutory books and registers mandatory?

Yes. Korean companies are required to maintain statutory books and registers, including at least:

  • Register of shareholders (share ledger).
  • Register of bonds (if bonds are issued).
  • Minute books for general meetings of shareholders and board of directors.
  • Articles of Incorporation and any amendments.
  • Trade books (accounting books) and supporting documents.
  • In some entities, registers of directors, auditors and executive officers and records relating to external audits.

These records must be kept at the principal office (and, in some cases, at branch offices or at the office of a transfer agent) and be available for inspection within the limits prescribed by law.

Retention periods and tax requirements

Under Article 33, trade books must generally be kept for ten years and underlying supporting documents for five years. Tax laws and other regulations may impose equal or longer retention periods for specific documents such as tax returns, invoices and payroll records. In practice, many companies adopt internal policies that align retention periods with both commercial and tax requirements, often keeping key corporate records for at least ten years or longer.

Common issues for foreign-owned companies

  • Statutory books spread across multiple locations (e.g. some minutes kept only in electronic files at headquarters, others in local hard copy), making it difficult to demonstrate compliance.
  • Registers of shareholders or bonds not updated promptly after share transfers, capital increases or bond issuances.
  • Minute books missing signatures or seals of required participants, or lacking sufficient detail on resolutions.
  • Corporate books kept only in English, without Korean copies available at the principal office for inspection.

How KOISRA UP can help

KOISRA UP assists clients in mapping their statutory book obligations, designing a clear list of required registers and implementing practical procedures for updating and retaining them. We help prepare bilingual minute templates, shareholder registers and corporate record indexes, and we work closely with Korean lawyers, CPAs and judicial scriveners to ensure that statutory books satisfy both Commercial Act and tax expectations.

This article is part of KOISRA UP’s Corporate Secretarial & Governance Services series. To learn more about our support for statutory books and corporate register maintenance in Korea, please visit our Corporate Secretarial & Governance Services in Korea page.