Comparison of legal entities for registering Japanese companies
Equivalent to a joint stock company。Clear separation of ownership and management rights，Shareholders appoint directors through a general meeting of shareholders。Very high social credibility，Very conducive to fund raising and business transactions，Suitable for large and medium-sized enterprises with external financing and future listing needs。Establishment requires notarization of deposit (articles of association)，And it has the mandatory disclosure obligation of final accounts announcement every year。
Equivalent to a limited liability company，Considered the “Japanese version of LLC”。Ownership and management rights are highly unified，Members directly participate in the execution of company business。Flexible internal decision-making，Exemption from Notarization Procedure of Articles of Incorporation，Overall regulatory fees and administrative maintenance costs are lower，No obligation to announce final accounts。Suitable as a wholly owned subsidiary of a foreign company or a start-up。
Dependent legal entity。There are no registered capital requirements for establishing a Japanese branch of a foreign company.，Operating expenses incurred in Japan are directly borne by the foreign head office.。Its legal liability extends upward to the parent company，It is quite different from independent subsidiaries in terms of authority and tax treatment.。
Capital and tax planning for registered Japanese companies
The watershed between statutory capital thresholds and tax implications
| Capital size | Statutory requirements and tax/commercial implications |
|---|---|
| 1Japanese yuan | The statutory minimum establishment threshold stipulated in the current Company Law。 |
| 500Ten thousand yen and above | Meet the bottom line of single investment amount for foreign executives to apply for "Business and Management Visa"；At the same time, it can improve the success rate of initial bank account opening and corporate creditworthiness.。 |
| 1,000Less than 10,000 yen | The capital on the first day of establishment is lower than this amount，In principle, the company enjoys exemption from consumption tax (JCT) for the first two fiscal years after establishment.。 |
| 1100 million yen and below | Defined as a small and medium-sized enterprise in tax law，A reduced corporate tax rate of 15% applies to annual income below 8 million yen.；Exemption from shape standard tax；Social expenses within 8 million yen per year can be fully deducted before tax。 |
| 5100 million yen and above | Triggering the definition of "large company" in the Company Law，Mandatory introduction of statutory auditors and accounting auditors to conduct financial audits。 |
Venue and personnel conditions for registering a Japanese company
Before establishing a Japanese company，A specific address in Japan must be provided as the registered address。It is legally allowed to use a virtual office or serviced office address for legal registration。
Although the virtual address meets the Legal Affairs Bureau registration requirements，But based on strict Anti-Money Laundering (AML) scrutiny，When applying to a physical bank to open a corporate account for a legal person using a virtual address，The risk of rejection is extremely high。It is recommended to give priority to leasing physical offices to ensure account opening compliance。
Japan has completely abolished the requirement that representative directors must be residents of Japan。Founder (shareholder) of a company or contract company、ordinary director、All representative directors may be of foreign nationality，And all employees live overseas (Japanese residence visa is not required)。
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。
List of required documents for registering a Japanese company
Provide 2-3 proposed company names (need to include the words "Co., Ltd. or contract company")、Career purpose、Total capital and number of shares issued。Provide a copy of the signed Japanese office lease contract，And engrave the company seal set (representative director’s seal)、Bank seal and corner seal)。
Copies of valid personal passports of each shareholder and director；Copies of proof of address documents issued within the last 3 months (such as utility bills、phone bill or bank statement)。
Chinese natural persons need to provide the original personal signature certificate or seal certificate issued and authenticated by a local notary office in China，To replace the Japanese personal seal certificate。
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。
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.。
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。
Application process and cycle for registering a Japanese company
It takes 1-2 working days。Check whether the proposed company name is available in the system designated by the Legal Affairs Bureau，Confirm there are no duplicate names，and planning business goals and capital。
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.。
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。
The investor remits the capital to a Japanese personal bank account under the name of the entrusted "capital receiving agent"，and provide remittance receipts、Passbook records and other certificates to verify the arrival of funds。
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.。
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"。
Official fee details for registering a Japanese company
List of official fees and charges of the Japanese government
The following are the fees that must be paid to the Japanese government when setting up a company (excluding Hong Kong Information Network agency service fees)：
| Fee items | Co., Ltd. (KK) | contract company (GK) |
|---|---|---|
| Login to tax exemption (registration tax) | Charged at 0.7% of capital，Minimum payment 150,000 yen | Charged at 0.7% of capital，Minimum payment 60,000 yen |
| articles of incorporation (Charter) Notary fees | 350,000 yen (Depending on the size of capital) | 0Japanese yuan (No notarization required) |
| Fixed payment stamp duty | Paper version 40,000 yen (Full exemption is available if electronic articles of association are adopted) | Paper version 40,000 yen (Full exemption is available if electronic articles of association are adopted) |
| Official certificate issuance fee | Transcript of registration book starting from 600 yen/copy；Seal certificate starting from 450 yen/copy | Same as left |
Note：Hong Kong Xintong fully adopts electronic articles of association (electronic deposit) for declaration，The stamp duty cost of 40,000 yen can be legally exempted for customers in full.。
Frequently Asked Questions about Registering a Japanese Company(FAQ)
Co., Ltd.(KK)Separation of ownership and management rights，Very high social credibility，Suitable for companies with external financing and listing needs，However, the articles of association need to be notarized and there is an obligation to announce the final accounts.。contract company(GK)Flexible decision-making，Exemption from notarization of articles of association，Lower regulatory fees and maintenance costs，Suitable as a wholly owned subsidiary or start-up。
Although it is legally required to be established with only 1 yen，However, in practice, extremely low capital will seriously affect corporate credit and bank account opening.。If you plan to apply for a "business management visa"，Capital must be at least 5 million yen；If you need to enjoy the consumption tax for the first two years of the new legal entity(JCT)exemption，Capital must be set below 10 million yen。
It is not possible to open a public account before the company is established.，Foreign sponsors must entrust a permanent resident holding a personal bank account in Japan or Hong Kong Information Communication Co., Ltd. to serve as the "capital receiving agent"。Agent collects funds for verification，After the company is established and a legal person account is opened,，Then transfer the full amount to the public account。
completely legal。Japan has abolished the requirement that representative directors must be permanent residents。Shareholders of a company or contract company、All directors and representatives can be foreigners and live overseas。However, if the GK representative member is a foreign legal person，A natural person must be designated as the “duty executor”。
The legal level allows the use of virtual offices for registration。But based on strict AML and KYC review，When applying to a physical bank to open a corporate account using a virtual address, the risk of rejection is extremely high。To ensure smooth account opening，Leasing a physical office is highly recommended。
Parent company business license required、Registration certificate and other proof of existence，And the legal representative shall sign a "Sworn Confession" covering "authorization to establish a company in Japan and appoint senior executives"(Affidavit)。The document must be officially notarized and authenticated by a local notary office in China，Attached is a Japanese translation。
Under the premise that notarization materials and capital funds are ready，Co., Ltd.(KK)Includes search、notarization、Capital verification and Legal Affairs Bureau approval，It takes about 1 to 1.5 months。contract company(GK)Because notarization is exempted，Usually takes 2 to 3 weeks。The date of submission of application to the Legal Affairs Bureau is the legal establishment date。
According to the Foreign Exchange and Foreign Trade Act(FEFTA)，If weapons are involved、Aerospace、nuclear energy、network security、electricity、Communications and other core designated services，Foreign investors must submit advance declaration to the Bank of Japan，It can only be established after more than 30 days of review and approval.。Unregulated industries are only required to submit after-the-fact reports。
Japan’s comprehensive effective corporate tax rate is approximately 29.74%-30.62%。Small and medium-sized enterprises with capital of 100 million yen or less，Annual income below 8 million yen enjoys a reduced tax rate of 15%。Enterprises must complete the final corporate tax return within 2 months after the end of the fiscal year。
Newly established companies must submit a “blue declaration” within 3 months of establishment or before the end of the first fiscal year(Blue declaration)"Apply。Once approved, you can enjoy tax loss carryforwards for up to 10 years.、Special exceptions for small amounts of depreciable assets and promotion of salary increase tax system and many other credit privileges。
The vast majority of small and medium-sized foreign-owned private legal entities do not have mandatory external audit requirements。But if Co., Ltd.(KK)Capital of 500 million yen or more，Or total liabilities reach 20 billion yen or more，Triggering the definition of "large company" according to law，Statutory auditors and accounting auditors must be set up to intervene in the audit。
According to the "Act on the Prevention of Transfer of Proceeds of Crime"，The bank will strictly verify the copy of the company registration book、substantial beneficiary(COUGH)Information and commercial substance。Fixed landline required、business contract、Official website and other supporting materials。Hong Kong Xintong can provide a full set of account opening guidance and business substance construction services。
