How to Set Up Business in JapanSection 1. Incorporating Your Business
1.3 Procedures for registering establishment

1.3.1 Registration of establishment of a branch office

A branch office may begin business operations after registering its establishment with the Legal Affairs Bureau; branch offices of foreign companies must register in accordance with the registration requirements for Japanese corporations of most similar form to that of the foreign company. In order to select the most similar form of Japanese corporations and to determine the information of the Japanese corporations to be registered, reference should be made to the foreign company's articles of incorporation, establishment certificate, registration certificate, and other such documentation. Once the details to be registered in accordance with Article 933 of the Companies Act --- specifically, the address of the branch office, the representative in Japan, the date of establishment of the branch office and the disclosure method for balance sheets, etc. --- are determined, the information that must be registered can be ascertained.
Document(s) certifying the information to be registered must be submitted when applying for registration of the establishment of a branch office, and the certified document(s) must be issued by the competent authorities in the home country of the foreign company. Instead of these certification documents, it is often convenient to use an "affidavit" on information for registration certified by a notary public, etc. in the home country of the foreign company or that country's embassy/consulate in Japan. Document(s) actually required will be determined individually for each company. When using certification document(s) issued in the home country of the foreign company in a foreign language for application for registration, a Japanese translation shall be submitted for the parts necessary for application for registration.*1

General flow of procedures for establishing a branch office

  1. Prior notification of establishment of branch office to the Bank of Japan depending on category of industry
  2. Determination of branch office information to be registered
  3. Examination at the Legal Affairs Bureau of identical corporate names
  4. Establishment of branch office (date of branch office establishment is at the branch office's discretion)
  5. Preparation of affidavit on establishment of branch office
  6. Certification of affidavit by notary public, etc. in the home country of the foreign company or embassy/consulate in Japan*2
  7. Application at the Legal Affairs Bureau for registration of branch office establishment; registration of company seal at Legal Affairs Bureau
  8. Acquisition of certificate on registered information and company seal impression certificate
    (approx. two weeks after application for registration)
  9. Opening of bank account under branch office name
(Note)
Time required: about one month after determination of branch office information to be registered
*1
For the parts other than the contents regarding application for registration, translation can be partly omitted. For details, see the webpage "Translation of Documents to be Attached to an applications for Commercial Registration"External site: a new window will open. of the Ministry of Justice.
*2
If your embassy does not provide notary services regarding such contents, certification by a public notary, etc. in your home country is required.

1.3.2 Registration of establishment of a subsidiary company

Subsidiary companies are established through registration with the Legal Affairs Bureau. The application date for registration will also be the date of establishment, and the company may carry out business operations from that date. Some of the documents needed for the subsidiary establishment procedures should be prepared in the home country of the foreign company: document(s) certifying the profile of the foreign company, document(s) certifying the representative authority of the foreign company's representative, document(s) certifying the authenticity of the signature of the foreign company's representative and certificate(s) of signatur for the person(s) to be appointed as director(s), etc. (if any) of the subsidiary company.
The foreign company's articles of incorporation, establishment certificate, registration certificate and other official documents as well as an affidavit and a certificate of signature notarized by a notary public in the home country of the foreign company are ordinarily used. These documents will be required in completing the procedures for certifying the subsidiary company's articles of incorporation in Japan. Document(s) certifying that the foreign company has decided to establish a subsidiary company may also be needed when requesting a financial institution to take custody of the subsidiary's capital and issue a capital custody certificate. The capital custody certificate is a certificate issued by a financial institution when the full amount of the subsidiary's capital has been remitted to a special account specified by the financial institution asked to take custody. The certified articles of incorporation and the capital custody certificate may both be needed when applying for registration of company establishment. Document(s) actually required will be determined individually for each  company.

General flow of procedures for establishing a Kabushiki-Kaisha (joint-stock corporation)

  1. Determination of profile of joint-stock corporation to be established *1
  2. Examination at the Legal Affairs Bureau of identical corporate names
  3. Preparation of joint-stock corporation's articles of incorporation
  4. Acquisition of registration certificates, etc. for parent company, and preparation of affidavits regarding profile of parent company and affidavits regarding signatures of representatives of parent company (affidavits must be attested by a public notary in equity participants' own countries) *2
  5. Notarization of joint-stock corporation's articles of incorporation *3 by Japanese notary
  6. (Application to bank for capital custody and issue of capital custody certificate in case of incorporation with outside offering) *4
  7. Remittance of joint-stock corporation capital to account of incorporator, or representative director, or director at incorporation *5*6*7
    (Remittance of joint-stock corporation capital to special bank account in case of incorporation with outside offering) *8
  8. Appointment of directors and other officers, such as representative directors and auditors
  9. Examination by directors and auditors of legality of establishment procedures
  10. Application at the Legal Affairs Bureau for registration of joint-stock corporation establishment (joint-stock corporation establishment date)*9 ; registration of company seal at the Legal Affairs Bureau*10
  11. Acquisition of certificate on registered information and company seal impression certificate (approx. within about two weeks from four days after application for registration)*11
  12. Opening of bank account under company name
  13. Notification of stock acquisition to the Bank of Japan (notification prior to company establishment may be required in certain sectors)
(Note)
Time required: about two months after determination of profile of company to be established
*1
This profile should contain information including the following: trade name, location of head office, business objectives, business year, amount of capital, issue price of shares, existence of provisions restricting transfer of shares, existence of board of directors, names of directors and representative directors, terms of directors, names of equity participants, and values of their investments.
*2
If an individual or corporation with an address in Japan is the promoter of a joint-stock corporation and a foreign enterprise is the subscriber of shares in that corporation at incorporation (this method is called "incorporation by outside offering," or Boshû Setsuritsu), affidavits regarding the parent company may not be required. Note, however, 6. *4
*3
When a foreign national or the representative director, etc. of a foreign company signs a document consisting of several pages such as articles of incorporation, tally impression of the seal, signing over the edges of adjacent sheets; signing on the covered binding, or signing in the margin (or initialing) is possible.
*4
There are two methods of establishing joint-stock corporations; Boshû Setsuritsu and Hokki Setsuritsu. Hokki Setsuritsu, whose procedures are simpler, is generally preferred. As stated within brackets in 6 and 7, in Boshû Setsuritsu, a bank capital custody certificate is required to certify the amount paid in by the promoter as well as the subscriber of shares at incorporation.
*5
A bank account opened at a headquarters and branch located in Japan, and overseas branch of a Japanese bank, and a branch of a foreign bank located in Japan can be used as the payment handling bank for capital payment.
*6
If a joint-stock corporation is incorporated with the joint equity participation by an individual or corporation with a bank account that can be used for capital payment (“incorporation without outside offering”, or Hokki Setsuritsu. This method includes the incorporation by a sole promoter.), it is sufficient that the capital is paid into the bank account whose account holder is the joint equity participant and that a document created by the representative director of the joint-stock corporation to certify that payment of the full amount of capital has been received and a copy of the bankbook of that account are submitted. (A bank capital custody certificate is not required.) When all of the promoter, the representative director, and directors at the time of incorporation have their domicile overseas, the promotor may delegate receipt of capital payment to a third party other than those members. When adopting this method, a document created by the representative director of the joint-stock corporation to certify that payment of the full amount of capital has been received, a power of attorney from the promotor to the third party regarding receipt of the payment, and a copy of a bankbook whose account holder is the third party are required. (A bank capital custody certificate is not required.)
*7
When all of the promoter, the representative director, and directors at the time of incorporation have their domicile overseas, the promotor may delegate receipt of capital payment to a third party other than those members. When adopting this method, a document created by the representative director of the joint-stock corporation to certify that payment of the full amount of capital has been received, a power of attorney from the promotor to the third party regarding receipt of the payment, and a copy of a bankbook whose account holder is the third party are required. (A bank capital custody certificate is not required.)
*8
In the case of incorporation without outside offering, it is possible to select the method of transmitting money to special bank accounts, but this method is in practice rarely used. This is due to several reasons, including the high level of bank fee on capital custody certificates, and the fact that banks often do not allow special accounts to be opened if there are no previous dealings with them.
*9
When a foreign enterprise incorporates a joint-stock corporation with an equity participant, an individual or corporation with an address in Japan by incorporation with or without outside offering, shares at incorporation are held by the foreign enterprise and such individual or corporation. After incorporation, the joint stock corporation may become a wholly owned subsidiary of the foreign enterprise by acquisition of all shares held by such individual or corporation.
*10
In order for a foreign national living overseas to become a director, representative director, or a representative executive officer, a signature certificate of such foreign national might be needed. For example, a foreign national from Country A living in Country B can use an affidavit certified by (1) an administrative organ or a notary of Country A, (2) the consul of Country A residing in Country B, or (3) the consul of Country A residing in Japan as the signature certificate. (Under certain conditions, a signature certificate certified by a notary of Country B or a Japanese notary may be accepted.)
*11
On March 12, 2018 the fast track system came into effect. It prioritizes exclusively the registration of establishment of joint-stock corporations and limited liability companies over other applications for registration. With the exception of the busy period when the many apply for registration, in principle such registrations are completed within three business days from the day following the date of receipt of such applications (in the case of online application when the documents are to be sent separately, the date when all documents arrive at the registration office).

General flow of procedures for establishing a Godo-Kaisha (LLC)

  1. Determination of profile of Godo-Kaisha to be established*1
  2. Examination at the Legal Affairs Bureau of identical corporate names
  3. Acquisition of certification regarding equity participants (in equity participants' own countries):
    Acquisition of registration certificates, etc. for companies that will become equity participants, and preparation of affidavits regarding profiles of companies that will become equity participants and affidavits regarding signatures of representatives of companies that will become equity participants (affidavits must be attested by a public notary in equity participants' own countries)
  4. Acquisition of certification regarding equity participants (in Japan):
    Acquisition of registration certificates for companies that will become equity participants
    Acquisition of seal certificates for individuals/companies that will become equity participants
  5. Preparation of Godo-Kaisha's articles of incorporation*2
  6. Payment by members of investment stipulated in articles of incorporation (to members' bank accounts)
  7. Application at the Legal Affairs Bureau for registration of establishment of Godo-Kaisha (Godo-Kaisha establishment date), registration of company seal at the Legal Affairs Bureau
  8. Acquisition of certificate of registered information and company seal impression certificate (approx. within about two weeks from four days after application for registration)*3
  9. Opening of bank account under company name
  10. Notification of stock acquisition to the Bank of Japan (notification prior to company establishment may be required in certain sectors)
(Note)
Time required: about one month after determination of profile of company to be established
*1
This profile should contain information including the following: trade name, location of head office, business objectives, business year, amount of capital, names of members (equity participants) and values of their subscriptions, names of representative members, and names of executive officers (representative members in the case of a corporation).
*2
When a foreign national or a representative director, etc. of a foreign company signs a document consisting of several pages, such as articles of incorporation, tally impression of the seal, signing over the edges of adjacent sheets; signing on the covered binding, or signing in the margin (or initialing) is possible.
*3
On March 12, 2018 the fast track system came into effect. It prioritizes exclusively the registration of established joint-stock corporations and limited liability companies over other applications for registration. With the exception of the busy period where many apply for registration, in principle such registration within three business days from the day following the date of application (in the case of online application when the documents to be sent, the date when all documents arrive at the registration office).

Section1: Table of Contents


Section1: Reference

Section1:Samples of documents businesses are required to submit to authorities

No. Section Documents Japanese The competent authorities relating to these documents
1 1-2 Articles of Incorporation of Stock Company (Sample)PDF file(416KB) JapanesePDF file(560KB) Japan National Notaries AssociationExternal site: a new window will open
(English manual available on the Japanese website)
2 1-3d Report Relating to the Acquisition, etc. of Shares / EquityPDF file(271KB)
ExamplePDF file(203KB)
JapanesePDF file(466KB)
ExamplePDF file(338KB)
Bank of JapanExternal site: a new window will open
(Japanese only)
3 1-3e Affidavit (sample)PDF file(488KB) JapanesePDF file(533KB)
4 1-3f Application Form for Registration of Incorporation of Stock CompanyPDF file(826KB)
ExamplePDF file(241KB)
JapanesePDF file(1.1MB)
ExamplePDF file(416KB)
Legal Affairs Bureau, Ministry of JusticeExternal site: a new window will open
(Japanese only)
5 1-3g Application for Registration of the Establishment of a Business Office of a Foreign CompanyPDF file(643KB)
ExamplePDF file(435KB)
JapanesePDF file(859KB)
ExamplePDF file(828KB)
Legal Affairs Bureau, Ministry of JusticeExternal site: a new window will open
(Japanese only)
6 1-3h Certificate of a Seal-ImpressionPDF file(8.6MB) JapanesePDF file(307KB) Local municipality offices
7 1-3i Cetificate of Signature (sample)PDF file(32KB)
8 1-6a Notification of Incorporation of a CompanyPDF file(391KB) JapanesePDF file(405KB) National Tax AgencyExternal site: a new window will open
9 1-6b Notification of Incorporation / Establishment of corporation (for submission to Tokyo Metropolitan when establishing an office in Tokyo)PDF file(436KB) JapanesePDF file(577KB)  Bureau of Taxation, Tokyo Metropolitan GovernmentExternal site: a new window will open
(Japanese only)
10 1-6c Notification of Incorporation of a Company (for submission to municipalities)PDF file(434KB) JapanesePDF file(437KB)  Local municipality offices
11 1-6d Notification of a foreign companyPDF file(459KB) JapanesePDF file(555KB)  National Tax AgencyExternal site: a new window will open
12 1-6e Application for Blue Form ReturnPDF file(311KB) JapanesePDF file(456KB)  National Tax AgencyExternal site: a new window will open
13 1-6f Establishment / Relocation / Discontinuance of Salary Paying Office etc.PDF file(460KB) JapanesePDF file(444KB)  National Tax AgencyExternal site: a new window will open
14 1-6g Application for Special Provision for Extension of the Due Date for Filing a Final Tax ReturnPDF file(423KB) JapanesePDF file(502KB) National Tax AgencyExternal site: a new window will open
15 1-6h Application for Approval Made in Relation to the Special Provision for Due Dates for Withholding Income TaxPDF file(237KB) JapanesePDF file(457KB) National Tax AgencyExternal site: a new window will open
16 1-6i Notification of a Disposition of/Application for Approval of Extension of the Due Date for Filing a Final Tax FormPDF file(321KB) JapanesePDF file(1.0MB) Bureau of Taxation, Tokyo Metropolitan GovernmentExternal site: a new window will open
(Japanese only)
(Guide to Metropolitan TaxesExternal site: a new window will open)
17 1-6j Notification of a Disposition of/Application for Approval of Extension of the Due Date for Filing a Final Tax ReturnPDF file(351KB) JapanesePDF file(265KB) Prefectural government

These materials contain samples of documents regarding registration, visa, taxation, personnel and labor matters that are necessary when a foreign company establishes a corporation or other entity in Japan as well as descriptive examples of how to fill them out. A portion of the English content has been updated through a provisional translation. These documents are not published by competent authorities and therefore are not official. For those who are going through the official procedures, please download the latest official documents from the competent authorities and related bodies or consult a person who specializes in advising on such information and procedures.

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