Section 1. Incorporating Your Business

1.7 Closure of branch offices or subsidiary companies

1.7.1 Closure of a branch office and resignation of all representatives in Japan

Branch offices can be closed down in two ways: by registering the closure of a branch office or by registering the resignation of all representatives in Japan (limited to those whose address are in Japan). A Japanese branch office’s register will not be closed unless all representatives in Japan resign. This is because it is possible for business to be continued in Japan as long as representatives in Japan are registered. Conversely, a branch office in Japan is closed down when all its representatives in Japan resign. The approach commonly adopted in practice is to only register the resignation of all representatives in Japan. In order to register the resignation of all representatives in Japan, the following procedure must normally be completed. Creditors of the branch office must be given a period of no less than one month prior to the closure to submit objections to the closure of the branch office.

General flow of procedures for resignation of all representatives in Japan

  1. 1

    Decision on branch office closure and resignation of all representatives in Japan by foreign company

  2. 2

    Call for creditors with objections to the branch office closure or the resignation of all representatives in Japan, on an individual basis and through a notice in official gazettes, to submit claims

  3. 3.

    Notification of tax agent to tax authorities

  4. 4

    Branch office closure or the resignation of all representatives in Japan (no sooner than one month after call/notice in 2. above)

  5. 5

    Preparation of affidavit regarding closure of branch office and resignation of all representatives in Japan

  6. 6

    Attestation of affidavit by embassy consul or similar official

  7. 7

    Application for registration of resignation of all representatives in Japan with the Legal Affairs Bureau

  8. 8

    Acquisition of certificate on registered closure information (about two weeks after registration application)

  9. 9

    Notification of branch office closure to tax authorities, etc.

These procedures for closing a branch office must also be completed when upgrading a branch office to a subsidiary company. Because a branch office cannot be directly reorganized into a joint-stock corporation (Kabushiki-Kaisha (K.K.)) or a limited liability company (Godo-Kaisha (LLC)), the branch office closure procedures and the subsidiary company establishment procedures must be carried out simultaneously. In such instances, however, the branch office's assets may be passed on to the subsidiary through investment in kind.

Once the resignation of all representatives in Japan has been registered, the register is closed without a date being entered for the branch office’s closure. Although it is normally sufficient for the date of closure to be recorded in the affidavit, it is necessary to register both (1) branch office closure (abolishment) and (2) resignation of all representatives in Japan if a date of closure is required in the register. Where the address of a representative in Japan and the branch office falls under the jurisdictions of different regional legal affairs bureaus, it may be necessary that a registration application similar to that for registration of transfer of a business office is made to the bureau with jurisdiction over the representative’s address.

1.7.2 Dissolution and liquidation of a subsidiary company

The following procedures must be completed when dissolving/liquidating a subsidiary company. Creditors of the subsidiary company must be given a period of no less than two months prior to the liquidation to submit their claims against the subsidiary company. Should the subsidiary company have negative net assets, the corporation cannot independently complete the liquidation procedures below but instead must follow special liquidation procedures under the direction of a court.

General flow of procedures for dissolving/liquidating a subsidiary company
(Kabushiki-Kaisha (joint-stock corporation)/Godo-Kaisha (LLC))

  1. 1

    Resolution at the general meeting of shareholders or equivalent on the dissolution of the subsidiary company and the appointment of a liquidator

  2. 2

    Application to the Legal Affairs Bureau for registration of the dissolution of the subsidiary company and the appointment of a liquidator

  3. 3.

    Notification to tax authorities of the dissolution of the subsidiary company and the appointment of a liquidator

  4. 4

    Call for creditors with claims against the subsidiary company, on an individual basis and through notices in official gazettes, to submit claims

  5. 5

    Preparation of a balance sheet and inventory of property at dissolution

  6. 6

    Approval by a general meeting of shareholders or equivalent of the above balance sheet and inventory of property (notification delivered to members in the case of a limited liability company)

  7. 7

    Ascertainment and distribution of residual assets

  8. 8

    Resolution approving conclusion of liquidation at the general meeting of shareholders or equivalent (no sooner than two months after the call and placement of notices in 4 above)

  9. 9

    Application for registration of the completion of liquidation of the subsidiary company with the Legal Affairs Bureau

  10. 10

    Acquisition of certificate on registered closure information (approx. two weeks after application for registration)

  11. 11

    Notification of completion of liquidation of the subsidiary company to tax authorities, etc.

Laws and Regulations on Setting Up Business in Japan Pamphlet

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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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