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Register a Japanese company

Japan Co., Ltd. (KK)、Establishment of contract companies (GK) and Japanese branches of foreign companies,The Japanese Company Law and Legal Affairs Bureau registration procedures apply respectively.。Please refer to the Japan External Trade Organization JETRO’sGuide to the process of setting up a business in Japan。HKIT can assist in preparing articles of association、Register、Tax and bank account opening information,Specific requirements are checked by entity type and business facts。

Comparison of legal entities for registering Japanese companies

Co., Ltd. (KK)

Co., Ltd.、Liability of Contracting Clubs and Branches of Foreign Companies、Governance and establishment procedures are different,Should be selected according to the Company Law and business objectives。

contract company (GK)

Contract societies usually have simpler governance,But specific capital、member、Representative and registration documents must still be prepared in accordance with the requirements of the Japanese Legal Affairs Bureau。

Japan branch (branch)

Branches of foreign companies do not have independent legal personality,Responsibility and tax treatment need to be judged based on the parent company and Japanese operating facts。

Venue and personnel conditions for registering a Japanese company

Legal requirements for physical registered address

Co., Ltd.、Liability of Contracting Clubs and Branches of Foreign Companies、Governance and establishment procedures are different,Should be selected according to the Company Law and business objectives。

Address risk for bank account opening

Contract societies usually have simpler governance,But specific capital、member、Representative and registration documents must still be prepared in accordance with the requirements of the Japanese Legal Affairs Bureau。

Nationality and residence visa requirements

Branches of foreign companies do not have independent legal personality,Responsibility and tax treatment need to be judged based on the parent company and Japanese operating facts。

Agency Staffing Standards

If a company establishes a board of directors,At least 3 directors and 1 supervisor must be appointed;If there is no board of directors,1Only one natural person director is required。If the representative member of the contract club is a foreign legal person,A natural person must be designated as the “duty executor” who actually performs the business。

Capital and tax planning for registered Japanese companies

Compliance red line:capital、The capital contribution certificate and registration prerequisites shall be as per the、Contract Club or Branch Type,Combined with Japanese company law、Notary public and Legal Affairs Bureau request verification。It is not allowed to write down the capital collection for personal accounts as a unified plan for all applicants.。

Japanese company form and capital requirements should be checked according to the "Company Law" and the proposed business。Co., Ltd. (KK) and contract company (GK) undertake different governance and establishment procedures;Branches of foreign companies do not have independent legal personality。Japan External Trade Organization JETROGuide to setting up a businesslist preparation、Register、office space、Personnel and visa procedures。

Overview of Japanese company registration documents and company registration

Registered capital、Investment method、Notarization of Articles of Association、Representative and registered address requirements,Should be certified by a Japanese notary、Legal Affairs Bureau and professional consultants confirm by entity type。

List of required documents for registering a Japanese company

Basic information and site files

Co., Ltd.、Liability of Contracting Clubs and Branches of Foreign Companies、Governance and establishment procedures are different,Should be selected according to the Company Law and business objectives。

Natural person sponsor/executive information

Contract societies usually have simpler governance,But specific capital、member、Representative and registration documents must still be prepared in accordance with the requirements of the Japanese Legal Affairs Bureau。

Personal signature/seal notarization

Branches of foreign companies do not have independent legal personality,Responsibility and tax treatment need to be judged based on the parent company and Japanese operating facts。

Information on legal person sponsors (investment from the parent company)

Parent company’s business license、Company registration certificate、annual return、Copies of certificates of existence such as list of members and directors。If the ownership structure is complex,Organization chart required。

Legal person's sworn statement (Affidavit)

It is necessary to authorize the establishment of a company in Japan and appoint directors, etc.,A sworn statement signed by the foreign legal representative。The document must be formally notarized and authenticated by a notary institution in the country where the legal person is located.。

Declaration of actual controller (UBO)

Need to prepare and submit the identity verification (KYC) materials of the substantial controller,The declaration also needs to be notarized by a Japanese notary.。Note:All non-Japanese materials must be submitted with Japanese translations。

Official fee details for registering a Japanese company

Japan company registration cost consists of registration license tax、notarization、Translation certification、seal、Registered address、Tax accounting and professional services composition。Statutory fees and capital requirements differ between corporations and contract corporations.,Local administrative fees may also vary。Do not write the agency service quotation as the Japanese government’s unified fee。

The specific amount should be reported to the Legal Affairs Bureau before submission.、Confirmation by notary and local municipality,and retain the basis for charging。JETROGuide to the process of setting up a business in JapanCan be used as a process entry。

Application process and cycle for registering a Japanese company

1
Step 1: Name search and outline planning

name、The confirmation time of business purpose and capital arrangement depends on document preparation and feedback from the Legal Affairs Bureau/professional institutions,Unable to promise the same working day。

2
Step 2: Determine address and draft payment

It takes 15-23 working days。Sign an office lease contract,Preparation of articles of association (final payment),At the same time, the investor shall apply for notarization of the overseas sworn statement and personal seal certification.。

3
Step 3: Notarization of deposit (articles of association)

It takes 4-5 working days。Only required by Co., Ltd.,Go to a Japanese notary office to apply for charter certification。Due to system differences, contract companies,No notarization of articles of association required。

4
Step 4: Capital remittance and capital verification

Capital remittance and capital contribution certificates by entity type、notary public、Bank and Legal Affairs Bureau require processing;Traceable corporate investment paths should be used,It cannot be collected by personal account by default.。

5
Step 5: Legal Affairs Bureau submits establishment registration

It takes 12-14 working days。Submit the complete set of registration application documents to the Japan Legal Affairs Bureau。The date of application for registration with the Legal Affairs Bureau is the official legal date of establishment of the company.。

6
Step 6: Get an official certificate

It takes 2-3 working days。After approval by the Legal Affairs Bureau,Receive the "Certificate of Registration Matters" (i.e. the transcript of the registration book),Equivalent to a business license) and "Seal Registration Certificate"。

Frequently Asked Questions about Registering a Japanese Company(FAQ)

Co., Ltd. (KK)、Contracting companies (GK) and foreign company branches each have different responsibilities、governance、Capital and tax features,should be based on shareholder objectives、Financing、Operating and Parenting Arrangement Options。

The minimum capital of a company is not a uniform amount that can be summarized on the page;Contract societies can be established with lower capital,But capital arrangements affect governance、tax、Visa and bank screening,Must be confirmed in accordance with Japanese company law and business facts。

Can a preparatory account be opened before the company is established?、How to remit capital and whether agency arrangement is required,depends on bank、Notary Public and Legal Affairs Bureau Procedures;It is not allowed to collect and pay on behalf of others or use personal accounts as a unified plan。

Representative director nationality and residence requirements should be based on entity type、company law、Immigration and bank KYC verification separately,There is no general guarantee that all procedures can be completed if all employees live overseas.。

The registered address must be able to receive official documents;Is a virtual office available for registration?、tax、Banking and actual operations are judged separately by relevant institutions and business facts.。

The bank will pay according to the equity、director、business、Independent review of funding sources and risk policies。Company registration does not guarantee approval of public accounts,There is no uniform "visa rejection rate"。

Registration time depends on name、Charter、notarization、Capital arrival、Legal Affairs Bureau、Taxes and replacement parts;There is no fixed number of weeks that applies to all KK/GK。

When involving industries or investors designated by Japan’s Foreign Exchange and Foreign Trade Law,Pre-declaration or post-report reporting may be required;Specific industries and investment arrangements should be checked with the Ministry of Finance and the Bank of Japan。

Corporate tax burden depends on corporate tax、local tax、consumption tax、Place of business、Profit and preferential terms,Cannot be summarized as a unified effective tax rate;The declaration deadline shall be implemented according to the rules of the tax authorities.。

blue declaration、Consumption tax registration、Both loss carry forward and discounts have application deadlines and eligibility conditions,Current requirements should be checked with the Japan National Tax Agency。

Whether a statutory audit is required depends on the size of the company、Listing/regulatory status and Companies Act or other applicable regulations;Ordinary small and medium-sized enterprises are not always compulsory or exempt.。

Registration of a company or appointment as representative director does not automatically generate a residence permit;Residence statuses such as business management must be applied separately to the Japan Immigration Agency and meet the current conditions.。

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Hong Kong and Chinese team · Senior financial compliance experts