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Setting up an office / company in Japan

Incorporation in Japan

Here are some details on how to establish a company in Japan.


--> Click here for different types of company in Japan and for different types of operation for a foreign company.

Procedures and costs :
how to establish a company in Japan ?

In order to set up a company in Japan, it is necessary to follow several steps :

1 Deciding the basic elements and prepare the required documents (click here for more detail)
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2 Preparing the Articles of Incorporation (teikan)
The articles of incorporation are the important documents that determine how the company will be managed. They have to be elaborated for each case, according to the needs of shareholders / investors and their relationship with directors.
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3 Notarization of the articles of incorporation (at the Notary Office / Koshonin yakuba)
*ONLY FOR KK, not require for GK		 Notarization fee : 50,000 yen
Revenue stamps (also required for GK): 40,000 yen (Note)
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4 Deposit of capital
Since the company's bank account can not be opened until the registration is completed, it is necessary to use one of the investors personal bank account in Japan to deposit the capital. In case of a foreign company's subsidiary, the Representative Director's personal bank account can be used.
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5 Preparing documents for the company's registration
In addition to the application form, it is necessary to prepare various documents such as the notification of the company's seal (inkan) that also needs to be registered, a letter of agreement from the directors assuming their office.
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6 Filing the application for the company registration (Registry Office / Homukyoku) Registration fee : minimum 150,000 yen for KK
60,000 yen for GK
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7 Registration to the registry completed
Once the company is registered, it is possible to obtain a registry certificate and company's seal certificate, required at various occasions such as opening a corporate bank account, signing contracts in company's name.
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8 Tax and social insurance related procedures, etc.
Opening a bank account under the company's name
Application of the visa and status of residence for non-Japanese directors and employees
Application of business licences if the type of business requires

All these procedures require in total 2 to 4 weeks, although it could take more when some of the invetors are living overseas.

(Note) Our office have introduced the system of electronic signature, you don't have to pay 40 000 yens for the fiscal stamps if you use our servicdes for setting up your company.


We can help you with setting up companies in Japan. For more information, click here


If your business require some sort of professional licenses, it could sometimes take 2 to 3 months before being able to fully operate the business.

>> Different types of company in Japan

>> Business Licenses

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Required documents and the details to decide in the Articles of Incorporation

To be able to set up a company in Japan, it is necessary to gather the require documents and decide the following basic elements :

Required documents for a foreign individual
Seal certificate (inkan shomeisho) (issued within 3 months) of each investor and director. If an investor also becomes a director, two certified copies are required.
It is possible to get a seral certificate at a city hall if you register yourself as a resident in Japan (which is possible even with a tourist visa).
A seal certificate can be replaced by a signature attestation certified by the Embassy/Consulate in Japan of your own country or by a notary public of the country if the person lives overseas.
Signature (or seal) of each investor and director is required on the Articles of Incorporation and other required documents.
One of the investors personal bank account and its passbook (tsucho) for the deposit of capital (new one can be opened or existing account can be used. Postal saving account, Internet banks such as Shinsei, Citibank, Japan Net bank, E-bank, etc. are also accepted)
Company seal that needs to be registered at the registry office
Required documents for a foreign company
Registrty ceritificate of the parent company issued within 3 months (original or notarized Affidavit if the original can not be sent)
Notarized Signature attestation of the parent company's representative. If the parent company's representative will also become a director of the Japanese subsidiary, 2 notarized copies are required.
Seal certificate (inkan shomeisho) (issued within 3 months) of each director (and private investor if there is any). If a private investor also becomes a director, two certified copies are required.
It is possible to get a seal certificate at a city hall if you register yourself as a resident in Japan (which is possible even with a tourist visa).
A seal certificate can be replaced by a signature attestation certified by the Embassy/Consulate in Japan of your own country or by a notary public of the country if the person lives overseas.
Signature (or seal) of the Representative of the parent company and each director is required on the Articles of Incorporation and other required documents (the originals need to be sent to Japan).
The Representative Direstor's personal bank account and its passbook (tsucho) to be used for the deposit of capital (new one can be opened or existing account can be used. Postal saving account, Internet banks such as Shinsei, Citibank, Japan Net bank, E-bank, etc. are also accepted). It is also possibe to open a special account at a bank for the deposit of capital, although there will be some banking fees.
Company seal that needs to be registered at the registry office
- Details to be decided -
Company Name

The company name can be in alphabet, numbers, kanji, hiragana or katakana (or mixture of these). It is possible to choose any name as long as there isn't another company of the same name registered at the same address. Even though it is highly unlikely, it would be wise to check in advance if there is any other companies with the same name elsewhere or whether the trademark is registered, in order to avoid any problems.

Company Address

The company address will be shown on the registry certificate (which anyone can get), so some companies prefer to choose an address to give a good image (such as Ginza, Aoyama, Akasaka, etc.). It can also be one of the Investors/Directors home address or virtual office address to avoid the costs, although a physical office space is required if you wish to obtain an "Investor/Business Manager" visa.

Company's Activities

It is possible to list as many activities as you wish to do, including those that will not be performed immediately. There is no obligation in doing all the activities listed and it is also possible to add or change this list later on.

If the intended acitivity requires a business license, it is often necessary to have the corresponding activity mentioned in the articles of incorporation.

Administration

A KK needs to appoint at least a Director. An investor/shareholder can become a Director at the same time.

A Representative Director needs to be elected among Directors (if there is only one director, this person automatically becomes the Representative Director). It is also possible to have several Representative Directors.

It is necessary to have at least a Representative Director who is registered as a resident and has a seal (inkan) registered.

Corporate Capital

Even if it is technically possible to establish a company with 1 yen, it is wise to fix a capital that would allow to pay the initial expenses, or to gain credibility according to the nature of your business.

It is required to have 5 million yen capital (of foreign source) to be able to obtain an "Investor/Business Manager" visa.

Fiscal Year

A company is free to decide its fiscal year that needs to be fixed in the Articles of Incorporation. In Japan, many companies choose the fiscal year that ends on the 30th March, but it is also possible to fix the fiscal year that ends in the season when the company or its accountant is not busy.


A company can decide a way of management which is different from what is initially provided by the law by including the corresponding articles :

  • Directors term of function which is supposed to be for 2 years according to the law can be extended up to 10 years.
  • Stock transfer (which can by default be done freely) can require the agreement of the shareholders assembly.
  • It is possible to issue different types of shares (dividend rate, voting rights, veto...)
  • Publication of the profit and loss statement (which is mandatory and has to be done by default in the Official Bulletin / kampo) can be done in a newspaper or on the company's website.

The existing companies can also change their articles of incorporation in order to benefit from the above dispositions.

>> Ask for personalized advise

Frequent Asked Questions (FAQ)

Can a foreign national (or company) set up a company in Japan alone? Or is it required to have a Japanese partner?

A. Yes, a foreign individual or company can set up a company in Japan without having a Japanese partner. However it is required to appoint a Representative Director who is a resident in Japan (of any nationality). It is also necessary to secure an office address in Japan.

How long do I have to leave the capital money untouched? Am I allowed to use the capital?

A. The capital is not the money that needs to be blocked forever. You can start using it for business expenses once the company is registered. It is also possible to have the money refund by the company if you spent your own money on business expenses while waiting for the company to be registered.

What is the minimum amount of capital required?

A. There is no minimum requirement, so it is technically possible to set up a company with 1 yen capital. However it is necessary to invest 5 million yen into the capital if you wish to apply for an "Investor/Business Manager" visa.

How long does it take to register one's personal seal (inkan/hanko)? How should I go about it?

A. You simply need to bring your Alien Registration Card and your own personal seal (inkan/hanko) to register it at the city hall where your resident address belogs to. The registration is done on the spot in a few minutes and it is also possible to get the seal certificate at the same time.(

It is also possible to register your seal and get the certificate on the same time as registering yourself as a resident.

By the way, the seal to be registered needs to have your family name or first name carved either in alphaet or in katakana. It is not possible to register a seal that is irrelevant to your own name or using Chinese characters if they don't appear in your passport.





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