I founded a Korean company but a Korean colleague is the registered representative director "for convenience" — now he's locked me out. How do I take my company back?

It is not right. A representative director of a Korean joint-stock company holds his position by appointment of the shareholders and the board; a 90% shareholder can convene a shareholders' meeting, remove him, and appoint a replacement, and can obtain a court order suspending him from office within days if the meeting cannot wait. The seal and the bank access follow the office, not the person. Your "for convenience" arrangement created a nominee with legal authority he is now abusing; the law's answer to that is removal, and the timeline is weeks, not years. Some of what he is doing is also criminal, and the complaint matters — but the removal comes first.

What this is under Korean law

Under the Commercial Act (상법, sangbeop), directors of a joint-stock company (주식회사, jusik hoesa) are elected and may be removed at any time by a shareholders' meeting resolution under Article 385; a representative director (대표이사, pyo isa) is appointed by the board, or by the shareholders where the articles so provide, and is removed the same way. A director's authority to act for the company is real while he holds the office — which is why his signature on a client contract binds the company today — but it is authority to act for the company, and acts that damage the company for his own benefit are breaches of the duty of loyalty under Article 382-3, making him liable under Article 399.

Your 90% is not a passive interest. A shareholder holding 3% or more may demand that the board convene a shareholders' meeting and, if the board refuses, may obtain the court's permission to convene it under Article 366; a 90% shareholder controls the outcome of any meeting that is held.

Removal, and the fastest route

The ordinary route: demand that the board convene a meeting to remove him and elect a new representative director; if he, as the board, refuses or delays, apply to the court for permission to convene it yourself; hold the meeting; register the change with the commercial registry. Once the registry reflects the new representative director, the bank, the seal registration and the employees follow, because the registry is what each of them relies on.

The urgent route, in parallel: a provisional disposition (가처분, gacheobun) suspending him from performing the duties of representative director and appointing a substitute (직무집행정지 및 직무대행자선임 가처분) pending the removal. Courts grant this on a paper application where the applicant shows the grounds for removal and the risk of harm — a director who has seized the seal, cut off the majority shareholder and is negotiating the largest client's contract alone shows both. The order is registered and is enforceable against the bank and third parties. A second disposition can prohibit him from disposing of company assets or concluding the client contract.

The seal and the accounts

The corporate seal (법인인감, beobin ingam) is registered with the registry under the representative director's name; on a change of representative director, the new one registers a new seal and the old registration lapses. The bank account is the company's, operated by whoever the registry shows as representative; a certified copy of the updated registry, or the court's disposition, is what the bank acts on. Until then, a notice to the bank of the dispute and the pending disposition can freeze large transactions.

Criminal exposure

Changing bank access and taking the seal to exclude the controlling shareholder, and using them for his own benefit, can constitute breach of trust (업무상 배임, eommusang baeim) under Article 356 of the Criminal Act; diverting company funds, if that has begun, is embezzlement (횡령, hoengnyeong). A criminal complaint does not itself restore control, but it changes his calculation about the contract he is negotiating and it opens the company's records through the police. Our firm files it and handles the investigation; it follows the injunction, not the reverse.

Your situation as a foreign national

Your F-2 is independent of this dispute, and your standing as a shareholder is unaffected by nationality. The "easier with immigration" reasoning that put him in the chair is an arrangement worth revisiting once you have the company back: a foreign national can be the representative director of a Korean company, and the nominee structure is what created this exposure.

What to do now, and what not to do

Do not attempt to retrieve the seal or change the bank access yourself; the registry, not possession, decides authority, and a confrontation produces a counter-complaint. Do notify the client, through counsel, that the company's authority is in dispute and that the contract should await the court's order — carefully worded, factual, not accusatory. Do assemble the shareholder register, the articles, the minutes of his appointment, and every record of you running the business. File the provisional disposition this week; convene the meeting in parallel.

Practical insight

Foreign founders lose companies to nominee directors by accepting "he is the legal representative" as the end of the analysis and by trying to resolve it through the bank or the employees instead of the registry. The registry is the company. A 90% shareholder with a court order and a registered change of representative director is the company again in weeks; a founder arguing with a bank teller is not.

Send us the shareholder register and the articles and we can prepare the disposition application and the meeting notice together — by text consultation or at +82-2-522-3959.

— MEGA X Law Firm Korea, Corporate Disputes Team