Who Is the Responsible Person? Liability Scope for Branch and Subsidiary Structures

 

Key takeaways

• The Serious Accidents Punishment Act attaches criminal liability to a person, not to a department. Article 2 subparagraph 9 item (a) describes that person in a single sentence with two limbs joined by "or" the individual who represents and has overall control of the business, or a person who, on an equivalent footing, is in charge of safety and health affairs. Almost every hard question about foreign-invested structures comes out of that one word.
• The most important development of 2026 for multinational groups is not about the person at all it is about headcount. On 29 January 2026 the Supreme Court held that full-time worker numbers are counted across the whole business, aggregating head office, branches and plants, rather than at the site where the accident happened. Korean entities that assumed a small office or a small plant sat below the threshold need to recount.
• The default answer to "who is the responsible person" is the representative director of the Korean entity, and two 2026 first-instance judgments show how hard it is to move that default in either direction. A group chairman was acquitted in February because prosecutors could not show he represented and controlled the business. A representative director was acquitted in December 2025 because a Chief Safety Officer held genuine final authority. The two courts reasoned differently, and the question is not settled.
• For a global headquarters the practical exposure runs in an unexpected direction. The risk is not usually that a regional executive abroad is prosecuted; it is that a Korean entity designates someone who does not actually hold budget, headcount and stop-work authority, and discovers that the designation carried no legal effect while the real decision-maker carried the liability.
• Liability does not stop at the entity's own payroll. Article 5 extends the duty to workers of contractors, service providers and entrusted operators wherever the entity has responsibility for substantially controlling, operating or managing the facility, equipment or place concerned and prosecutors read that by actual control, not by contract form.

---

 

Reading the definition

The operative text is Article 2 subparagraph 9. Item (a) covers private-sector businesses and reads, in substance:

a person who represents and has overall control over the business, or a person in charge of safety and health affairs on an equivalent footing

Item (b) covers the public sector heads of central administrative agencies, local governments, local public enterprises and public institutions — and is not our concern here.

Two things follow from that sentence, and Korean practitioners have been arguing about both since 2022.

First, the second limb is not a junior role. "On an equivalent footing" is doing real work. The prevailing reading is that the person must hold final decision-making authority over safety and health not merely manage the function, but decide it. A safety manager appointed under the Occupational Safety and Health Act is not this person. Neither, ordinarily, is an EHS director who prepares recommendations for someone else's approval.

Second, nobody is certain whether "or" is exclusive. If it is, appointing a genuine Chief Safety Officer moves the liability off the representative director. If it is not, both are exposed. Prosecutors have generally proceeded on the basis that the CEO is the responsible person, while accepting in at least one case that a CSO with delegated final authority could be. The courts have now split on it, and we come to that below.

---

First question: which Korean structure are you

The Act attaches to a business owner, and a business owner is an entity. Before asking who the person is, establish what the thing is.

This table is the point at which this article most needs Korean counsel. We could not locate an administrative interpretation, a published judgment or a Ministry guidance document that addresses branch or liaison office structures under the Act directly. What we state above is inference from the general principle that the Act follows the employer, and it is stated as a starting point for advice rather than as a conclusion. An entity operating in Korea through a branch or a staffed liaison office should obtain a written opinion on its own facts before designating anyone.

 

What can be said with confidence is the negative: there is no exemption for foreign-invested entities, and none for entities whose parent is outside Korea. The Act's obligations run to a business operated in Korea. A group that assumes its Korean branch is somehow outside the perimeter because the legal entity is Dutch or Japanese is making an assumption the statute does not support.

---

Second question: are you actually in scope? (This changed in January 2026)

Two thresholds govern application. Businesses with fewer than 5 full-time workers sit outside the industrial-accident chapter entirely. Everything at 5 or above is in scope — the deferral for businesses with fewer than 50 full-time workers ended on 27 January 2024, and construction sites below KRW 5 billion in contract value came in at the same time.

The 5-worker floor sounds generous until you ask how the workers are counted. On 29 January 2026 the Supreme Court answered that question in a case where the plant at which a worker died employed fewer than 50 people but the company as a whole employed more.

The Court's reasoning, in its own terms:

"사업 또는 사업장"이라 함은 원칙적으로 "경영상의 일체를 이루면서 유기적으로 운영되는 경제적, 사회적 활동단위"를 의미한다. 본사, 지점, 공장 등의 개별 조직이 장소적으로 분리되어 있더라도, 그 인사 및 노무관리, 재무·회계 처리 등이 독립적으로 운영되지 아니한 채 경영상의 일체를 이루면서 유기적으로 운영되는 경제적, 사회적 활동단위의 한 부분에 불과하다면 …

In English: a "business or workplace" means, in principle, an economic and social activity unit that forms a single management entity and is operated organically. Where head office, branches and plants are geographically separate but their personnel and labour management and their financial and accounting operations are not run independently where each is merely part of one integrated unit the full-time worker counts of all of them are aggregated to decide whether the Act applies.

 

The Court's words are 본사, 지점, 공장 - head office, branch, plant. For foreign-invested groups this is directly on point, and it cuts in a specific direction. Consider a common shape: a Seoul commercial office with 34 people and a small regional service depot with 14. Neither is 50. Together they are 48 still in scope, because the threshold that matters is 5, not 50. Now consider the shape where it bites hardest: an entity that concluded it sat below 50 because it looked only at the site where an incident occurred, and therefore built no management system at the other sites at all.

Two limits on the ruling are worth stating precisely, because it is easy to over-read.

 

It is about one business, not about a corporate group. The test is whether the organisations form a single management unit with non-independent HR and finance. Separate Korean subsidiaries with their own boards, their own payroll and their own accounts are ordinarily separate businesses. The ruling does not merge a parent and its subsidiary.

---

Third question: who is the person

Start from the default and then look at the two directions it can move.

The default is the representative director of the Korean entity. This is where prosecutors begin, and both 2026 judgments treat it as the baseline even where they reach different results.

Moving upward: can liability reach the group?

The best evidence available is the first case ever brought under the Act, decided on 10 February 2026 by the Uijeongbu District Court. Three workers died in a quarry collapse in Yangju in January 2022. Prosecutors took the unusual step of charging the group chairman rather than the operating company's representative director, on the theory that he was the person who really represented and controlled the business.

The court acquitted him. Its reasoning was that the group's scale and organisational structure did not establish that he was in a position to actually perform the safety duties; that there was insufficient basis to find he held the authority and responsibility to represent and control the business; and that his attendance at routine reporting meetings and some instructions he gave were not enough to establish overall control of management decisions. The former representative director was also acquitted on the evidence. The company was acquitted of the Serious Accidents Punishment Act charge but fined KRW 100 million under the Occupational Safety and Health Act, and four site-level personnel were convicted and received suspended prison sentences.

The court also stated the general test: where a representative director exists, finding someone else to be the responsible person requires proof that performance of the duties by the representative director was impossible or markedly difficult.

For a global headquarters, read this carefully and without relief. It says that a group-level figure is not automatically the responsible person, and that prosecutors carry a real burden. It does not say that a person outside the operating entity can never be liable it says this prosecution failed on its evidence. A regional president who sets the Korean entity's safety budget, appoints and removes its safety staff, and holds approval authority over stop-work decisions is a materially different fact pattern from a chairman who attends reports. The judgment is first-instance and appealable.

Moving sideways: does appointing a CSO transfer the liability?

On 19 December 2025 the Suwon District Court's Yeoju Branch reached the first decision acquitting a representative director on the basis that the Chief Safety Officer was the responsible person. The case arose from a fatality at a warehouse construction project, where a subcontractor's worker was crushed while moving an aerial work platform.

The court read the "or" in the definition as genuinely disjunctive, and found the CSO not the representative director to be the responsible person on facts including an independent safety and health department, a CSO with three decades of industry experience appointed as an inside director, and final decision authority over safety and health matters actually vested in him.

Practitioner guidance on what a CSO must hold for this to work is consistent, and it is demanding:

• authority over the safety and health budget
• appointment, personnel and disciplinary authority over the safety and health organisation
• authority to stop work without the representative director's approval
• meaningful decision authority over contracting

and the delegation should be conferred explicitly by the shareholders' meeting, the board or the CEO a declaration inside the safety department is not enough.

The two judgments do not agree

 

Both are first-instance decisions and neither binds anyone. Read together, they support one planning conclusion and no more: liability follows actual authority. A company that appoints a CSO and gives him nothing has achieved nothing. A company that appoints a CSO and gives him genuine authority has, on one court's reasoning, moved the exposure and has also, unavoidably, moved the authority.

---

What a global headquarters should take from this

The exposure you worry about is probably not the exposure you have. Groups tend to ask whether a regional or global executive can be prosecuted in Korea. On the current case law the honest answer is that it is unlikely on ordinary facts and not impossible on unusual ones, and that the more common failure is domestic: a Korean entity that has designated someone with no budget authority, or has not designated anyone at all, or has designated a person who does not know it.

 

A nominal designation is worse than none. If the Korean managing director is designated but the regional president approves every hire and every capital item including safety spending, the designation does not match the facts. On the Yeoju reasoning it would not hold; on the Uijeongbu reasoning the representative director remains the responsible person anyway. Either way the entity has a document that does not describe reality, which is not a good thing to hand an investigator.

 

If the group runs a CSO model globally, it does not port automatically. A Korean CSO needs Korean-law authority budget, personnel, stop-work, contracting conferred by an organ of the Korean company. A regional Head of EHS sitting in Singapore with dotted-line reporting is not that.

 

Contractors are inside the perimeter. Article 5 extends the duty to workers of third parties under contracting, service or entrustment arrangements, where the entity has responsibility for substantially controlling, operating or managing the facility, equipment or place concerned. Prosecutorial guidance reads this by substance rather than form regardless of the name or form of the contract and treats indicators such as whether the subcontractor can install or dismantle major equipment only in consultation with the principal as evidence of control. For a Korean office entity this reaches cleaning, facilities maintenance, security and logistics providers.

 

---

Penalties, stated carefully

A note on the imprisonment figure, because it is the one that global executives misread. "Not less than one year" is a statutory minimum for the death offence, not a maximum. Whether a sentence is suspended is a separate question and suspensions have been common, but the offence is not a fine-only offence.

 

This section states criminal penalties and should be verified by Korean counsel before you rely on it in any internal communication. The figures above are consistent across the sources we checked, including a major Korean firm's summary of the Act as passed; the statutory text itself was not machine-accessible to us.

---

Common mistakes

• Concluding that the Act does not reach a Korean branch because the legal entity is foreign. The Act contains no such carve-out.
• Testing the 50-worker threshold at the site where an accident occurred. Since the Supreme Court's 29 January 2026 ruling the count aggregates across head office, branches and plants that form one management unit and in any case the threshold that decides application is 5, not 50.
• Believing the entity is out of scope because the 50-worker deferral is still running. It ended on 27 January 2024.
• Designating a responsible person on an org chart without transferring budget, personnel and stop-work authority to that person.
• Assuming that appointing a Chief Safety Officer automatically protects the representative director. One court accepted it on strong facts; another applied a test that would not have been met by a paper appointment. The delegation has to be real and conferred by a corporate organ.
• Reading the February 2026 acquittal of a group chairman as a rule that group-level and regional executives can never be liable. It was a first-instance decision on its own evidence.
• Treating the Article 4 checklist as the whole compliance task and never identifying, in writing, the individual who carries it.
• Leaving contractor and service-provider workers outside the analysis because they are not on the payroll. Article 5 puts them inside it.
• Not telling the designated person that they are the designated person, or what criminal exposure the designation carries.

---

How EAP supports employees and HR

An article about criminal liability can make the whole subject feel like a question of documents and designations. The statutory design points somewhere else.

 

What the Act asks of the responsible person is that hazards are found and fixed before someone dies and the mechanism it relies on to find them is people telling someone what they see. The Enforcement Decree's requirement for a procedure to hear the opinions of persons engaged in the work, reviewed at least every half-year, is the statutory expression of that. It works only if people speak.

 

They frequently do not. A worker on a customer site, a subcontractor's employee who fears losing the contract, a junior engineer who is not certain the hazard is real, a foreign national employee working in a second language each has ordinary reasons for silence that no form removes. The result is a half-yearly review with nothing in it, which is both a weak evidentiary position and, more importantly, a genuine blindness.

 

International standards treat this as an occupational health and safety question rather than a welfare add-on. ISO 45003 places psychosocial risk inside the occupational health and safety management system. WHO guidance on mental health at work is explicit that organisational conditions rather than individual resilience drive outcomes, and identifies manager training as an intervention distinct from worker-directed support. Under the EAPA Core Technology, confidential problem identification and assessment, referral, and consultation with managers and organisations on employee and organisational issues are core employee assistance functions.

 

For a Korean entity of a global group, that translates into three concrete contributions. A confidential route in Korean and English that does not run through the line manager which is what makes a hazard reportable when the reporting line is itself the obstacle. Somewhere for a supervisor to take a concern before it becomes an incident. And aggregate, non-identifying organisational insight that gives the half-yearly review something real to consider.

 

The person who carries the criminal exposure is the person most dependent on being told things. That is worth saying plainly to whoever holds the role.

---

Related guides

• Safety and Health Management System Requirements: Checklist for Korean Entities (EN)
• Serious Accidents Punishment Act: What Global Headquarters Need to Understand (EN)
• 중대재해처벌법 대응 체크리스트와 안전보건관리체계 가이드 (KR)

---

FAQ

Q1. We operate in Korea through a branch, not a subsidiary. Who is our responsible person?

The practical starting point is the person registered as the branch representative in Korea, because that is the individual who represents and has overall control of the Korean business.

 

Q2. Our Korean office has 40 people and no manufacturing. Are we really in scope?

Yes. The exclusion is for businesses with fewer than 5 full-time workers, not fewer than 50 the 50-worker deferral ended on 27 January 2024. What varies with headcount and industry is not whether the Act applies but what it requires: the dedicated safety and health organisation, for instance, is required at 500 or more full-time workers, and the appointment thresholds under the Occupational Safety and Health Act sit higher for office-centric industry classifications. Application itself does not vary.

 

Q3. Should we appoint a Chief Safety Officer?

Only if you intend to give the role genuine authority, and the decision should be taken with Korean counsel rather than imported from the group. A CSO who is treated as the responsible person needs authority over the safety and health budget, personnel and disciplinary authority over the safety organisation, the ability to stop work without the CEO's approval, and meaningful say over contracting conferred explicitly by the board or the CEO. Two things follow. First, a CSO without those powers protects nobody. Second, a CSO with them has real control of part of your Korean operation, which is a business decision as much as a legal one.

 

Q4. We use contractors for cleaning, security and facilities. Where do they sit?

Inside your duty, to the extent you are responsible for substantially controlling, operating or managing the facility, equipment or place where they work. Article 5 covers contracting, service and entrustment relationships, and prosecutorial guidance applies it by substance rather than by the name or form of the contract. In practice this means your contractor selection and evaluation criteria under the Enforcement Decree have to address their safety capability, your emergency procedures have to reach them, and your hazard reporting route has to be open to them. A leased office where the landlord controls the building is a different analysis from a site you control but "we outsourced it" is not, by itself, an answer.

---

Next step

Answer four questions about your Korean entity in writing this quarter.

 

One — what is the business? Identify the legal entity and every site, including branches and any staffed liaison office. Add up full-time workers across all of them, not site by site. If the total is 5 or more, you are in scope; if you had been reasoning from a per-site number, the January 2026 ruling has changed your position.

 

Two — who is the person? Name them. Start from the representative director of the Korean entity. If you intend anyone else to hold the role, document the authority they actually hold over budget, personnel, stop-work and contracting, and confirm it was conferred by the board or the CEO.

 

Three — does the designation match reality? Ask who in fact approves the Korean safety budget, who in fact can halt work, and who in fact appoints and removes safety staff. If the answers are not the designated person, you have a gap that no policy document closes.

 

Four — does the person know? Tell them, in writing, what the role carries: personal criminal exposure, an Article 8 training duty if a serious accident occurs, and a management system they are expected to have built and reviewed.

 

Then have the whole analysis reviewed by Korean counsel. This is a criminal statute with unsettled case law on its central definition, and it is not a question to resolve from a compliance guide including this one.

If your organization needs a coordinated approach to employee mental health, manager capability, and a confidential channel through which hazards and concerns can actually surface, contact Nudge EAP to discuss an implementation model suited to your Korean workforce.

 

---

NOTE: This article is intended for general informational purposes only. Specific legal, medical, clinical, or employment-related matters may require review by an appropriately qualified professional. The Serious Accidents Punishment Act imposes criminal liability on individuals, the judgments discussed here are first-instance decisions that remain subject to appeal, and the application of the Act to branch and liaison office structures is not settled. Any designation of a responsible person, and any conclusion about who carries exposure, should be confirmed with qualified Korean counsel before it is acted on.

 

👉 Go to Nudge EAP Implementation Consultation →

---

Sources

1. 중대재해 처벌 등에 관한 법률 — 제2조제9호(경영책임자등), 제3조(적용범위), 제6조(벌칙), 제7조(양벌규정), 제8조(안전보건교육의 수강), 제13조(공표), 제15조(손해배상의 책임), 국가법령정보센터 — https://www.law.go.kr/LSW/lsInfoP.do?lsiSeq=228817
2. Serious Accidents Punishment Act, English translation, Korea Legislation Research Institute — https://elaw.klri.re.kr/eng_service/lawView.do?hseq=59952&lang=ENG
3. 대법원 2026. 1. 29. 선고 중요판결 요지 — 2025도15060 중대재해처벌법위반(산업재해치사), "사업 또는 사업장 = 경영상의 일체를 이루면서 유기적으로 운영되는 경제적, 사회적 활동단위", 본사·지점·공장 상시근로자 수 합산, 대법원 — https://www.scourt.go.kr/sjudge/1769992047547_092727.pdf
4. 대법원, 「중대재해처벌법 50인 기준, 사고 사업장 아닌 전체 근로자 수로 따져야」(언론보도판결) — https://www.scourt.go.kr/portal/news/NewsViewAction.work?gubun=2&seqnum=6068
5. 법무법인(유한) 율촌, 「중대재해처벌법 적용 대상 여부를 판단하기 위한 상시 근로자 수는 개별 사업장이 아닌 경영상 일체를 이루는 기업 전체를 기준으로 합산해야 한다고 본 사례」 — 대법원 2026. 1. 29. 선고 2025도15060 판결 해설 — https://www.yulchon.com/ko/resources/publications/legal-update-view/43333/page.do
6. 서울신문, 「채석장 붕괴 '중처법 1호'… 정도원 삼표 회장 1심 무죄」(2026. 2. 11.) — 의정부지법 형사3단독 2026. 2. 10. 선고, 회장·전 대표이사 무죄, 법인 산안법 위반 벌금 1억원, 현장 관계자 4명 유죄 — https://www.seoul.co.kr/news/society/law/2026/02/11/20260211010004
7. 법률신문, 「중대재해처벌법상 경영책임자등의 해석기준과 하급심 판결 분석」(법무법인 지평) — 수원지법 여주지원 2025. 12. 19. 판결과 의정부지법 2026. 2. 10. 판결의 판단기준 비교 — https://www.lawtimes.co.kr/news/articleView.html?idxno=217259
8. 법무법인(유한) 세종 / 법률신문, 「중대재해처벌법 위반사건에서 대표이사가 아닌 안전보건최고책임자(CSO)를 경영책임자로 보아 대표이사에게 무죄를 선고한 첫 판결」 — https://www.lawtimes.co.kr/news/articleView.html?idxno=216034
9. 법무법인(유한) 신&김, 「CSO를 경영책임자로 본 첫 무죄 판결」 — 수원지법 여주지원 2025. 12. 19. 선고, 사실관계 및 CSO 인정 요건 — https://www.shinkim.com/kor/media/newsletter/3111
10. 법무법인(유한) 율촌, 「중대재해처벌법상 CSO 선임 의미와 고려사항」 — CSO가 경영책임자로 인정되기 위한 4가지 권한(예산권, 인사·징계권, 작업중지권, 도급 의사결정권) 및 이사회·CEO에 의한 명시적 부여 — https://www.yulchon.com/ko/resources/publications/legal-update-view/36100/page.do
11. 김·장 법률사무소, 「중대재해 처벌 등에 관한 법률안 국회 본회의 의결 관련」 — 사망 1년 이상 징역 또는 10억원 이하 벌금 / 법인 50억원 이하, 부상·질병 7년 이하 징역 또는 1억원 이하 / 법인 10억원 이하, 5년 내 재범 2분의 1 가중, 손해액 5배 이내 징벌적 손해배상, 5인 미만 적용 제외 — https://www.kimchang.com/ko/insights/detail.kc?sch_section=4&idx=22624
12. 매일노동뉴스, 「[검찰 '중대재해처벌법 벌칙해설서' 집중분석 ①] 중대재해 처벌 대상 도급인? '실질적 지배'가 가른다」 — 제5조의 해석, 계약의 명칭·형식과 무관한 실질 판단 — https://www.labortoday.co.kr/news/articleView.html?idxno=207667
13. 법무법인(유한) 율촌, 「중대재해처벌법상 의무이행의 범위 : 기업이 알아야 할 것들」 — 제4조·제5조의 '실질적으로 지배·운영·관리' 기준 — https://www.yulchon.com/ko/resources/publications/legal-update-view/38196/page.do
14. 네플라, 「중대재해처벌법 안전보건관리체계 매뉴얼 (3)」 — 제8조 안전보건교육 수강, 시행령 제6조 총 20시간 범위, 5천만원 이하 과태료 및 차수별 부과기준 — https://www.nepla.net/post/중대재해처벌법-안전보건관리체계-매뉴얼-3
15. 중대재해 처벌 등에 관한 법률 시행령 제4조(안전보건관리체계의 구축 및 이행 조치), 국가법령정보센터 — https://www.law.go.kr/LSW/lsLinkCommonInfo.do?lspttninfSeq=173767&chrClsCd=010202
16. 법률사무소 정로, 「중대재해처벌법 2026년, 경영책임자가 점검해야 할 형사 리스크」 — 2024. 1. 27. 50인 미만·공사금액 50억원 미만 확대 적용, 중대재해 발생 사업장 공표 — https://jeonglaw.co.kr/bbs/board.php?bo_table=media&wr_id=9
17. The In-House Lawyer, "Navigating the business impact of South Korea's Serious Accidents Punishment Act" — responsible managing officers, 삼표산업 사건에서 회장까지 확대된 기소 범위 — https://www.inhouselawyer.co.uk/legal-briefing/navigating-the-business-impact-of-south-koreas-serious-accidents-punishment-act/
18. World Health Organization, Guidelines on Mental Health at Work (2022) — https://www.who.int/publications/i/item/9789240053052
19. World Health Organization, Mental health at work fact sheet — https://www.who.int/news-room/fact-sheets/detail/mental-health-at-work
20. ISO 45003:2021, Occupational health and safety management — Psychological health and safety at work — https://www.iso.org/standard/64283.html
21. Employee Assistance Professionals Association, Definition and Core Technology of Employee Assistance Programs — https://eapassn.org/page/definitionandcoretechnology