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司法書士 千鳥ヶ淵総合事務所 > Company Registration

Company Registration Procedures

If you are considering or preparing to start a business in Japan as a company, in most cases you will first need to establish a company or branch. It can be a seemingly overwhelming, confusing and anxious time setting up a business in a different country and often in a different language. Our office has more almost 20 years’ experience working with foreign entities, corporations and personal businesses to establish a Japanese representation, and we can support you in Japanese or English.

Things our office can do for you:

  • Registration application and completion for company incorporation or branch setup
  • Preparation of documentation necessary for registration applications
  • Preparation of Affidavit / Statutory Declaration
  • Applications for status of residence approvals and authorizations with a visa lawyer
  • Translation of all documents from Japanese to English
  • Coordination with an English-speaking tax accountant
  • Introduction to an English-speaking real estate agent to assist with office and employee residential needs

Company / Subsidiary Company / Branch Office

At first it is important to decide what type of business you would like to setup. Generally there are 3 types of businesses in Japan. If opening a branch office at least one representative must have an address in and be a resident in Japan. The said address requirement does not apply to a representative director (or a representative executive officer) of a Kabushiki-Kaisha (Co., Ltd.), and a representative member (a person performing duties of such member, if such representative is a corporation) of a Godo-Kaisha (LLC) (on or after March 16, 2015).

Types of company in Japan and related legal differences
Type of the company activity Kabushiki-Kaisha
(joint-stock corporation / Co., Ltd.) 		Godo-Kaisha
(limited liability company / LLC) 		Branch office
Capital 1 yen or more*1 1 yen or more*1 No capital
Number of investors 1 or more 1 or more -
Liability of equity (toward creditors) Limited to the amount of equity participation Limited to the amount of equity participation Unlimited
Transfer of equity participation share May be transferred freely in principle. Stipulated in articles of incorporation where approval is needed for the transfer of shares. Unanimous approval of equity participants (members) required No equity participation share
Number of executives (Director / Manager) required Required Representative/s: 1 or more* Required Representative/s: 1 or more* Representative/s who reside in Japan: 1 or more*
General meeting of shareholders (members) In principle, must be held every year Not required Not required
Taxation of profits Taxed according to profits of joint-stock corporation and profits allocated to shareholders Taxed according to profits of Godo-Kaisha and profits allocated to participants Income arising within Japan is in principle taxed
Registration tax / fees (Dependent on the amount of capital and number of directors etc.) 400,000JPY to 500,000JPY 300,000JPY to 350,000JPY 250,000JPY

Establishing a Branch Office

(General Steps of Procedures)

  1. Determination of branch office information to be registered.
  2. Establishment of branch office (date of branch office establishment is at the branch office’s discretion) Our office will require information / certificate of company to draft a Statutory Declaration / Affidavit.
  3. Preparation of Statutory Declaration / Affidavit for the establishment of the branch office.
  4. Receive Notarization of Statutory Declaration / Affidavit by a notary public in the home country of the foreign company or embassy / consulate if in Japan.
  5. Application to the Japan Legal Affairs Bureau for the registration of branch office establishment and registration of the company seal.
  6. Acquisition of certificate on registered information and company seal certificate.
    (important to consider approx. 3-4 weeks after application for full registration to be completed).
  7. Opening of a bank account in Japan.

Establishing a Kabushiki-Kaisha (Joint-Stock Corporation)

(General Steps of Procedures)

  1. Determination of information of joint-stock corporation to be established. *1
  2. Preparation of joint-stock corporation’s articles of incorporation.
  3. Preparation of registration certificates etc. of parent company, or stockholder/ promoter (who will pay capital for new company), and preparation of statutory declaration / affidavit/s regarding the profile of the parent company / individual stock owner, and affidavit/s regarding signatures of representatives of the parent company (affidavit/s must be attested by a public notary in equity participants’ own country/s) http://www.moj.go.jp/ENGLISH/m_minji06_00004.html
  4. Notarization of joint-stock corporation’s articles of incorporation by Japanese notary
  5. Remittance of joint-stock corporation capital to account of incorporator, or representative director, or director at the time of incorporation.
  6. Appointment of directors and other officers, such as representative directors and auditors.
  7. Examination by directors and auditors of legality of establishment procedures.
  8. Application at the Legal Affairs Bureau for registration of joint-stock corporation establishment and registration of company seal at the Legal Affairs Bureau.
  9. Receipt of certificate on registered information and company seal certificate (approximately 3-4 weeks after application)
  10. Opening of bank account in Japan.

Establishing a Godo-Kaisha (LLC)

(General Steps of Procedures)

Please refer to the same steps as “Establishing a Kabushiki-Kaisha (Joint-Stock Corporation)”, however step 4 regarding “Notarization of joint-stock corporation’s articles of incorporation by Japanese notary” is not necessary for a Godo-Kaisha.

　　　

　　　

　　　

Please contact us, your first consultation is free.