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 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

The pamphlet "Laws & Regulations" is available in PDF, and outlines basic information about laws, regulations and procedures related to setting up a business in Japan. It is available in 8 languages (Japanese, English, German, French, Chinese (Simplified), Chinese (Traditional), Korean and Vietnamese).
You can download via the "Request Form" button below.

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

Section Industries or countries/regions subject to the regulations The competent authorities relating to these documents
1-3 Industries in which prior notification is required
*Determined from the perspective of national security and public safety
Ministry of FinanceExternal site: a new window will open
(Japanese only)
1-3 Industries in which prior notification is required
*Determined from the perspective of public order and the smooth operation of Japan's economy
Ministry of FinanceExternal site: a new window will open
(Japanese only)
1-3 Business Categories Subject to the Subsequent Report under the Ordinance concerning Foreign Direct Investment, etc. Ministry of FinanceExternal site: a new window will open
(Japanese only)
1-3 Listed countries/regions that are not subject to prior notification when making inward direct investment International Department, Bank of JapanExternal site: a new window will open
(Japanese only)

Section1:Documents businesses are required to submit to authorities

Section Documents Where documents are listed within the URL The competent authority or relevant organization relating to each document
1-2 Example 2 of Articles of Incorporation of Stock CompanyExternal site: a new window will open (Japanese sample only)
*privately-owned, 1 or more directors, no board of directors, no auditor
See Examples of Articles of Incorporation⇒Articles of Incorporation of Stock Company⇒2. Small and Medium-Sized Company Japan National Notaries AssociationPDF file(248KB)
1-2 Statement of Beneficial OwnerPDF file(294KB) Japan National Notaries AssociationPDF file(248KB)
1-3 Report Relating to the Acquisition, etc. of Shares / Equity International Department, Bank of Japan
1-3 Affidavit / Written Oath StatementExternal site: a new window will open See "Registration Procedures of a Foreign Company" ⇒"[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
1-3 Application for Registration of Establishment of Stock CompanyExternal site: a new window will open See Chapter 4-5. Matters to State⇒ "Application for Registration of Establishment of a Stock Company (Establishment of a Company without Board of Directors) Example of Description (PDF)" 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 ⇒ "Application for Registration of Establishment of a Stock Company (Establishment of a Company without Board of Directors)"⇒ "Seal Registration Form Example of Description (PDF)" 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 "Registration Procedures of a Foreign Company" ⇒"[Example] Application Form for Registration of Establishment of Business Office for Foreign Company" Civil Affairs Bureau, Ministry of JusticeExternal site: a new window will open

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