1. Site Top
  2. Investing in Japan
  3. How to Set Up Business in Japan
  4. Section 1. Incorporating Your Business
  5. 1.4 Information listed in articles of incorporation of a company

How to Set Up Business in JapanSection 1. Incorporating Your Business
1.4 Information listed in articles of incorporation of a company

Articles of incorporation of a company list "absolute matters" and "relative matters." Absolute matters are matters that must be stated for the articles of incorporation to be valid, and relative matters are matters that do not have legal effect unless stated in the articles of incorporation.

1.4.1 Matters listed in articles of incorporation of Kabushiki-Kaisha (joint-stock corporations)

  • Absolute matters
    Purpose, trade name, place of principal office, value or minimum amount of assets contributed at time of incorporation, name and address of each promoter
  • Main relative matters
    Names of persons contributing in kind, assets to be contributed, value of the assets, and number and type of shares assigned therefore; assets to be taken over after the coming into existence of the corporation, value thereof, and name of transferor; incorporation expenses incurred by the corporation; appointment of auditor(s); establishment of board of directors; rules on payment of dividends of surplus

1.4.2 Matters listed in articles of incorporation of Godo-Kaisha (limited liability companies)

  • Absolute matters
    Purpose, trade name, place of principal office, names and addresses of members, statement that all members are limited liability members, and the purpose and value of members' contributions
  • Relative matters
    Relative entries may be freely determined provided that they do not contravene the Companies Act

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.

The information contained in this documents should be used at the reader’s independent discretion. While JETRO makes every effort to ensure the accuracy of the information it provides, no responsibility is accepted by JETRO for any loss or damage incurred as a result of actions based on the information provided in these documents or provided by the external links listed on these pages.