Updated: Sep 7, 2020
Minimum Setup Requirements to Register a Company in Japan
Representative Director – 1
Shareholder – 1
Official office address for place of business
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.
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.
By Celestine Loh
Founded in 2013, Zegal is the fastest growing LegalTech company operating across Asia Pacific and Europe. Today, business users and lawyers across the globe trust Zegal’s software to solve legal problems in an affordable and efficient way.
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