Articles

Company Incorporation Step by Step: Japan

By Celestine Loh, Date published: 2020-08-27

Photo by Jezael Melgoza on Unsplash

This article covers the main points on registering a company in Japan. Read on for details on Japan’s requirements, procedures, and the estimated timeline to register a company. 

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Minimum Setup Requirements to Register a Company in Japan

  • Representative Director – 1 
  • Shareholder – 1
  • Official office address for place of business

Registration Timeline 

The entire process of incorporation takes approximately 2 to 4 weeks. The costs are dependent on the type of  business structure you decide on and whether you are a foreign entity starting a company in Japan. The process is administered by the Japan Business Registry.

Step 1: Deciding your Business Structure

The first step is do consider the type of business structure you would like to adopt for your company. There are 4 main types of structure that Japan businesses can adopt:

  • Kabushiki-Kaisha (KK)
    Known as a joint stock company, it is a legal entity that allows you to do business either privately or publicly. This is a well established company model in Japan.
  • Godo-Kaisha (GK)
    Known as a limited liability company, this new structure was only introduced in 2006 and is relatively new in the Japanese business sector.
  • Gomei-Kaisha
    Known as a general partnership company, the members of the partnership represents the company as well.
  • Goshi-Kaisha
    Known as a limited partnership, only members with unlimited liability can represent the company.

Step 2: Choose a Company Name and Register your Office Address

The next step is to have a proposed company name as well as an office address. This is important as it is needed for the Articles of Association documents. If you are a foreigner looking into incorporating a business in Japan, it is recommended that you do so with an external service provider to ensure all processes are fulfilled.

Step 3: Prepare and Notarise the Articles of Association

The Articles of Association should be prepared well and detailed, it should include the internal business governance structure and regulations. 

Once the Articles of Association is finalised, it has to be notarised at the Notary Office. This part is only required for Godo-Kaisha companies. 

Step 4: Submit the company registration documents

Once the Articles of Association is finalised, the other relevant documents needed for the company registration ought to be prepared too. Depending on the business structure, the documents required will vary.

Examples of required documents:

  • Notification of the company’s seal (inkan)
  • Letter of Agreement with the appointed directors 
  • Type of Business Activity intended 
  • Amount to be paid per share
  • Copy of passbook pages to show proof of company’s starting capital  

Step 5: Prepare Company Seals

This step can be done in advance in preparation to quicken the process of incorporation. The seals are required for bank transactions, official corporate use and unofficial use. 

Once all the relevant documents are completed, the company is only successfully incorporated when there is an approval notice from the Notary Public. The approval notice must be made through booking an appointment once all documents are completed. 

Japan Corporate Number

Once incorporated, each Japanese company will be issued a 13-digit Corporate Number. This Corporate Number can be used for identification and application for different services. The Corporate Number was introduced to streamline the administrative process. It is managed under the National Tax Agency.

Accounting

Japanese companies can select from 4 types of accounting standards to comply with for accounting purposes. The 4 types allowed are Designated IFRS/ US GAAP/ JMIS/ J-GAAP. Accounting records must be filed each fiscal year. Unlike other countries, Japan allows the company to determine the start and end of the fiscal year. Typically, it runs from 1st April to 31st March. 

Corporate Tax Requirements

The national standard corporate tax rate is at a fixed rate of 23.2%, applicable to companies with share capital exceeding JPY100 million. 

Additionally, Japanese companies need to pay local inhabitants tax which depends on its office’s location. Another payable tax is the local enterprise tax, payable according to the prefecture.

Annual General Meeting

The annual general meeting needs to be held within 3 months of the end of each fiscal year.  

This article does not constitute legal advice.

The opinions expressed in the column above represent the author’s own.

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MORE IN THIS SERIES: Company Incorporation: Hong Kong, Singapore, Japan, New Zealand, Australia,Taiwan, Macau, China, Philippines, BVI, Vietnam,Thailand, Indonesia, Cayman Islands, United Kingdom

READ MORE: Documents required when incorporating your business

Tags: accounting | company incorporation | Corporate Tax | japan | startups | z-syndicate | zegal

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