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

Section1: Table of Contents


Section1: Reference

Section Documents Reference The competent authorities relating to these documents
1-3a Industries in which prior notification is required before foreign direct investment in Japan ReferencePDF file(416KB) International Department, Bank of JapanExternal site: a new window will open
(Japanese only)
1-3b Business Categories Subject to the Subsequent Report under the Ordinance concerning Foreign Direct Investment, etc. ReferencePDF file(845KB) International Department, Bank of JapanExternal site: a new window will open
(Japanese only)
1-3c Listed countries
* Inward FDI from all other countries except the listed countries requires prior notification
ReferencePDF file(484KB) International Department, Bank of JapanExternal site: a new window will open
(Japanese only)

Section1:Documents businesses are required to submit to authorities

No. Section Documents Reference The competent authorities relating to the document
1 1‐2 Articles of Incorporation of Stock Company ReferencePDF File(560KB) Japan National Notaries AssociationExternal site: a new window will open
2 1-3d Report Relating to the Acquisition, etc. of Shares / Equity ReferencePDF File(338KB) International Department, Bank of JapanExternal site: a new window will open
3 1-3e Affidavit ReferencePDF File(533KB) Legal Affairs Bureau, Ministry of JusticeExternal site: a new window will open
4 1-3f Application Form for Registration of Incorporation of Stock Company ReferencePDF File(1.1MB) Legal Affairs Bureau, Ministry of JusticeExternal site: a new window will open
5 1-3g Application for Registration of the Establishment of a Business Office of a Foreign Company ReferencePDF File(1.1MB) Legal Affairs Bureau, Ministry of JusticeExternal site: a new window will open
6 1-3h Certificate of a Seal-Impression ReferencePDF File(8.6MB) Legal Affairs Bureau, Ministry of JusticeExternal site: a new window will open
7 1-3i Cetificate of Signature ReferencePDF File(31.7KB)

Materials listed as ‘Reference’ 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. These documents are not published by competent authorities and therefore are not official. For those who are going through the official procedures, please obtain 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.

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