This article series will provide useful insights into the changing investment and innovation environment, and new business opportunities in Japan.
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 Finance (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 Finance (Japanese only) |
1-3 | Business Categories Subject to the Subsequent Report under the Ordinance concerning Foreign Direct Investment, etc. |
Ministry of Finance (Japanese only) |
1-3 | Listed countries/regions that are not subject to prior notification when making inward direct investment |
International Department, Bank of Japan (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 Company (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 Association(248KB) |
1-2 | Statement of Beneficial Owner(294KB) | Japan National Notaries Association(248KB) | |
1-3 | Report Relating to the Acquisition, etc. of Shares / Equity | International Department, Bank of Japan | |
1-3 | Affidavit / Written Oath Statement | 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 Justice |
1-3 | Application for Registration of Establishment of Stock Company | 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 Justice |
1-3 | Seal (Revision Mark) Form | 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 Justice |
1-3 | Application Form for Registration of Establishment of Business Office for Foreign Company | 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 Justice |
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.
JETRO supports your business in Japan
We provide consistent one-stop service for establishing a base or expanding business in Japan. See the details of support services that JETRO provides when setting up business in Japan.
Contact Us
Investing in and collaborating with Japan
We will do our very best to support your business expansion into and within Japan as well as business collaboration with Japanese companies. Please feel free to contact us via the form below for any inquiries.
Inquiry FormJETRO Worldwide
Our network covers over 50 countries worldwide. You can contact us at one of our local offices near you for consultation.
Worldwide Offices