Corporate Advisory

The attorneys at WINS & CO Law Firm possess the expertise to provide one-stop solutions across multiple practice areas, helping you address both major and minor concerns in your business operations.

Many people are often confused about the relationship between a company and its individuals. There are times when startups and small businesses need clear explanations of concepts that are not readily apparent, such as when receiving investments, or when they need an attorney who can quickly assist with general matters like human resource management and contract reviews.

The attorneys at WINS & CO Law Firm are equipped with the ability to cover diverse practice areas, an understanding of corporate and investment structures, and the capability to immediately handle corporate registrations, enabling us to swiftly address your concerns.

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Practice Details

Corporate Structure

The structure of a company (corporation) under the Commercial Act can be summarized as follows.

The elements within the red rectangle are the components that constitute a company under the Commercial Act. Generally, the core components of a company are represented by the bold black rectangles: capital and organs (directors, auditors).

The representative director (CEO) is the person who ultimately represents the company, and the blue rectangles represent external parties who are not legal components of the company but have contractual relationships with it.

The diagram above is based on a "stock company" (corporation) under the Commercial Act. In the case of general partnership companies, limited partnership companies, limited liability companies, and limited liability partnerships, shareholders are referred to as "members" (sawon).

The limited liability partnership is a concept introduced by a recent amendment to the Commercial Act, where a role similar to the representative director is called the "executive member" (eopmujiphaengja). In a general partnership, if no "managing member" (eopmujiphaeng sawon) is designated, all members execute business affairs. In a limited partnership, unless otherwise provided in the articles of incorporation, the "general partners" (muhanchaegim sawon) execute business affairs.

While general partnerships and limited partnerships are rarely established these days, they remain significant because special entities such as law firms are structured to follow general partnership rules under the Attorney-at-Law Act and other applicable statutes.

It is important to note that even when a shareholder and the representative director are the same person, their positions are distinct and must be differentiated. If the roles of shareholder, representative director, and individual become confused, allowing corporate funds to flow freely between them, accounting issues arise and in severe cases, it may constitute criminal offenses such as occupational embezzlement.

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Types of Corporate Advisory Services

The corporate advisory services provided by WINS & CO Law Firm relate to the elements shown in the bold rectangles in the diagram above.

Legal Relations of Corporate Components

This refers to legal relations involving the company's capital and organs. When changes may arise in matters such as shareholders' meeting resolutions, board of directors' resolutions, registration matters, or amendments to the articles of incorporation, we provide advisory services. Advisory services related to investments involving changes in capital are included here. This also covers advice on redeemable convertible preferred shares, stock options, and related matters. Registration-related services are charged separately.

Advisory on Transactions with Business Partners

This is the type of advisory most commonly sought by companies. Contract review is the primary focus of transaction-related advisory. This covers general advisory matters related to contracts, including dealings with business partners and office lease agreements.

Human Resources Advisory

This covers advisory services related to the company's employees. It includes advice on employment contracts, rules of employment, termination of employment relationships, wages, and severance pay.

Corporate Crime Response

This covers situations where company officers or employees have caused problems. In addition to general embezzlement and breach of fiduciary duty issues involving officers and employees, we advise on response measures for issues related to personal information, trade secret misappropriation or unfair competition, and potential disputes concerning copyrights, trademarks, and other intellectual property rights.

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Corporate Advisory Fee Structures

Corporate advisory services can be structured as a monthly retainer (including an annual fee calculated over 12 months) with designated base advisory hours, or as a per-matter advisory fee. Please consult with the attorney in charge to determine the arrangement that best suits your needs.