Japan is a market that is constantly expanding, and it is a very popular choice for both domestic and international individuals who wish to establish a business.
Company registration procedure in Japan
The steps to take to register a corporation in Japan are as follows:
Select the kind of company
There are a few alternatives available to you if you’re moving your business to Japan. You might create a limited liability business (godo-kaisha), a stock company (kabushiki-kaisha), or a branch office.
Pick a name for your business
You must include your company’s name on any documents you file on its behalf. A name that is already in use cannot be chosen. There may be no special characters like (?) or in your message (;). All Japanese alphabets and kanji are acceptable, as are the letters of the English alphabet. The phrases “bank” and “securities” are subject to limitations since they are within the purview of different legislation.
Choose a location for your office
Before applying for Japanese business incorporation, decide where your main office will be. The legal affairs bureau (also known as a registered office) and notary public office where you should submit your incorporation paperwork will depend on where your head office is located. For instance, you must file business incorporation papers with the Tokyo Legal Affairs Bureau if you reside in Tokyo. Additionally, the notary who notarizes your paperwork for incorporation must reside in the same city as your headquarters.
Choose a board of directors
If you are a company’s lone shareholder, there is no need to create a board of directors. One director is sufficient to form a corporation; no other appointments to other positions within the firm are required. It is not required, but you might choose to form a governing board of directors if your firm has a large number of shareholders. If you form a board and appoint three directors and an auditor to inform shareholders of the board’s operational and financial decisions (the auditor is often external to the company).
Create a business seal
To draft paperwork for incorporation, a business seal is required. The best course of action is to create a company seal before beginning the paperwork. To obtain a seal certificate after having this prepared, register it with the legal affairs office. You must make personal seals and registered seal certificates for each of your directors in addition to the business seal.
Make your articles of incorporation
The following details must be included in the articles of incorporation:
- Business name
- Head office location
- Business aims
- The amount of money spent on starting a business
- Addresses and names of the company’s founders (individuals or corporations)
- The total amount of stock shares that may be issued
- When it was incorporated
Information about shareholders, shareholder meetings, directors, supplemental clauses, etc. may also be included in this agreement. Make three copies of the articles of incorporation once they have been created and the founders’ seals have been applied.
Get a notary
Before you can have your company’s articles of incorporation notarized, the legal affairs bureau in the area where the business will be established must be affiliated with a notary office. Contact the proper office, choose a time, and schedule a notary public appointment for this operation. the following things in advance of your appointment:
- The articles of incorporation in three copies
- Documents of identification
- Certificates of seal registration for each incorporator
- Stamp of revenue: 40,000 yen
- A personal stamp, the incorporators’ registered seal, and a letter of authorization for representatives
- 50,000 yen is paid to the notary public
- 250 yen for each copy of the issuance fee for the articles of incorporation
If there are many founders or incorporators for your business, they must all be at the notary office on the scheduled day. Or be sure to have a letter of consent for the person traveling in their place with you.
Deposit money
Place money in the chosen bank account. Keep the following intact:
- A duplicate or scan of the bank book’s cover
- The front cover’s back, which includes identifying information such as name and address
- A replica of the inside displaying the amount in the bank account
When submitting your articles of incorporation to the legal affairs office for registration, you will require these papers as proof of the capital deposit.
Signing up at the Affairs Bureau
You may submit the application for business registration at the Registry office after completing all the necessary paperwork (Homukyoku). The minimum registration cost for Kabushiki Kaisha is 150,000 yen and for Goukou Kaisha it is 60,000 yen. The full list of all the forms that have to be made and filed at this point is as follows:
- Application for a business license
- Tax payment registration slip
- Founders’ written judgment
- Director’s letter of appointment acceptance
- Auditor’s letter of appointment acceptance
- Director’s signature registration document
- Form of notification sealed
- Proof of capital deposit documents
After you have double-checked all the paperwork, deliver it together with the articles of incorporation to the application desk of the legal affairs office in charge of your region. Typically, the registering procedure takes 7 to 10 days, during which time the bureau reviews your application. The certificate of registration may be received when the registration is complete.
