Section 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 or the standard for valuation of members’ contributions
  • Relative matters
    Relative entries may be freely determined provided that they do not contravene the Companies Act

Laws and Regulations on Setting Up Business in Japan Pamphlet

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Section1：Documents businesses are required to submit to authorities

Section Documents Note The competent authorities and relevant web pages
1‐2 "Example 2 of Articles of Incorporation of Stock Company (Japanese sample only) *privately-owned, 1 or more directors, no board of directors, no auditor"External site: a new window will open See Examples of Articles of Incorporation⇒ Articles of Incorporation of Stock Company⇒ 2. Small and Medium-Sized Company Japan National Notaries AssociationPDF file (External site: a new window will open)(337KB)
1‐2 Statement of Beneficial OwnerPDF file (External site: a new window will open)(295KB) (No notes) Japan National Notaries AssociationPDF file (External site: a new window will open)(338KB)
1-3 Report Relating to the Acquisition, etc. of Shares / Equity (Japanese only)External site: a new window will open See the section: 6. International Department, Bank of JapanExternal site: a new window will open
1-3 Affidavit / Written Oath StatementPDF file (External site: a new window will open)(798KB) (No notes) Civil Affairs Bureau, Ministry of JusticeExternal site: a new window will open
1-3 Application for Registration of Establishment of Stock CompanyExternal site: a new window will open See Chapter 4-5. Matters to State Civil Affairs Bureau, Ministry of JusticeExternal site: a new window will open
1-3 Seal (Revision Mark) FormExternal site: a new window will open See Chapter 4-5. Matters to State Civil Affairs Bureau, Ministry of JusticeExternal site: a new window will open
1-3 Application Form for Registration of Establishment of Business Office for Foreign CompanyExternal site: a new window will open See [Example] Application Form for Registration of Establishment of Business Office for Foreign Company (p.12 ) Civil Affairs Bureau, Ministry of JusticeExternal site: a new window will open

Section1: Notifications or reports regarding acquisition of stocks, equity, etc.

Section Industries or countries/regions subject to the regulations Note The competent authorities and relevant web pages
1-3 "Industries in which prior notification is required *Determined from the perspective of national security and public safety (Japanese only)"External site: a new window will open (No notes) Ministry of FinanceExternal site: a new window will open
1-3 "Industries in which prior notification is required *Determined from the perspective of public order and the smooth operation of Japan's economy (Japanese only)"External site: a new window will open (No notes) Ministry of FinanceExternal site: a new window will open
1-3 Business Categories Subject to the Subsequent Report under the Ordinance concerning Foreign Direct Investment, etc. (Japanese only)External site: a new window will open (No notes) Ministry of FinanceExternal site: a new window will open
1-3 Listed countries/regions that are not subject to prior notification when making inward direct investment (Japanese only)External site: a new window will open (No notes) International Department, Bank of Japan External site: a new window will open

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