The procedure for establishing a business is dependent on
the type of company you want to run. There are numerous company types in Japan
with the commonest being the Joint-stock company (株式会社 Kabushiki Kaisha) and the limited
liability company (合同会社 Godo Kaisha).
Although a Kabushiki Kaisha is slightly more costly to incorporate, and have a
large number of legal requirements when compared with the Godo Kaisha, a
Kabushiki Kaisha is a lot more popular than a Godo Kaisha. Our series of
articles on the types of businesses in Japan (What is Kabushiki Kaisha? / What is Godo Kaisha? / Gomei Kaisha&Goshi Kaisha ) should help you decide on what kind of business you want to establish.
In this article, we have summarised the steps to follow to establish your company easily with a focus on establishing a Kabushiki Kaisha. If you want a similar write-up for a Gomei Kaisha or any other types of business, please let us know via our Facebook page.
Step 1: Decide the Details of your Company
These are the necessary information about the company you need to define.
- Name of the company; You are allowed to use any form of characters, including Chinese and Japanese characters. However, an English notation for the company name must exist.
- An Office Address; At this stage, a virtual office address or a residential address is acceptable. Nevertheless, since it is a necessity to have a concrete office space to get your Business Manager visa, having a permanent office space at this stage is not a bad idea.
- The Start-up Capital; To obtain the Business Manager visa, 5 million yen is the standard capital one needs to have. You must not have the money at this step, but we highly recommend you have it since the need for it will arise before completion of the steps. Also, it helps to gain credibility for your business.
- Intended Business Activities; Details of your business, that is, the goods and services your company is to provide should be defined. It is wise to add future business activities since there is no obligation to perform all the listed activities immediately. Note: This list can be edited in the future.
- Terms of Management; The company should have at least one director, auditors and investors. A representative director should be appointed if there are more than one directors. The terms of office for the directors and auditors should also be determined.
- Share Prices and other Equity; This could be decided as you please, provided that the total shares equate to the required capital.
- Fiscal Year; Determine the date for tax filing. It is recommended that this date is as late as possible to enable the business to operate for long as possible before the tax filing is necessary.
- Telephone Number; The telephone numbers for both the director and the representative directors are required.
Step 2: Prepare your Articles of Incorporation (定款 teikan)
You are required to fill the details in step 1 in the articles of incorporation. You would also need the following;
- Seal certificate (印鑑証明書 Inkan Shomei-sho) issued within the last three months from the municipal office for each investor and director. If the director is also an investor, two seal certificates would be required from the individual.
- Each investor’s seal is needed on the articles of incorporation.
- A company seal that has been registered in the Legal Affair Bureau (法務局 Homukyoku) within the last three months.
Here is a sample of the articles of incorporation.
Step 3: Notarization of your Articles of Incorporation
At this point, you need the passbook that shows the availability of the initial capital. At the Notary Office (公証人役場 Koushonin-Yakuba), the notary certifies that the articles of incorporation have been prepared in accordance with the law for a fee of 50,000 yen in revenue stamp.
Step 4: Registration of your Company at the Legal Affairs Bureau
All the documents from the above steps and an application form is needed in this step. Here is a sample of the application form. A registration fee costs a minimum of 150,000 yen. File for the company registration, and that becomes the day your company gets incorporated.
After completion of the registration process, you will receive the registration certificate and the company’s seal certificate in about two weeks.
The whole steps from 1 to 4 usually take between four to six weeks, depending on the availability of the documents and information.
You are now an owner of a company! You can then apply for the Business Manager visa to enable you to run your business. You would also want to open your corporate account to make your business more professional.
As always, we would love to hear about your experience in establishing your business and how helpful our article was. Follow us on Facebook and share your experience!
Notes for the readers:
Please use this article only as a reference, not as a legal guideline. Therefore, sugee.jp will take no responsibility or liability, so far as legally possible, for any consequences of your actions. This article was written on 24 April, 2020.
REFERENCES
[1] Company registration and filing in Japan [Company formation procedures]. (2018, May 13). Shiodome Accounting Outsourcing&Law Firm in Tokyo, Japan. Retrieved April 24, 2020, from https://shiodome.or.jp/company-registration-and-filing-in-japan-company-formation-procedures/
[2] Setting up business and visa application in Japan. (n.d.). June Advisors Group. Retrieved April 24, 2020, from https://www.juridique.jp/business/incorporation_documents.php
[3] Setting up business and visa application in Japan. (n.d.). June Advisors Group. Retrieved April 24, 2020, from https://www.juridique.jp/business/incorporation_procedure.php
[4] ジェトロ（日本貿易振興機構） | ジェトロ. Retrieved April 24, 2020, from https://www.jetro.go.jp/ext_images/invest/setting_up/pdf/1-2E.pdf
[5] ジェトロ（日本貿易振興機構） | ジェトロ. Retrieved April 24, 2020, from https://www.jetro.go.jp/ext_images/invest/setting_up/pdf/201710/1-3fE.pdf
