Section 1. Incorporating Your Business

Reference

1. Consultation with specialists on business establishment

Attorneys-at-law, judicial scriveners and administrative scriveners (gyoseishoshi lawyers) are among the specialists who may be consulted on the establishment of branch offices and companies. These specialists can be asked to prepare various documents on a client's behalf (e.g., documentation related to the establishment of Japanese branch offices and Japanese corporations, transfers of location, changes of executives, changes of business purposes, increases in capital, organizational changes, mergers, dissolution, etc.). Filing of commercial registration applications for submission to the Legal Affairs Bureau as attorney-in-fact is the exclusive province of judicial scriveners and attorneys-at-law.

2. Procedures for establishing a representative office

Representative offices aimed at the collection and provision of information may be freely established without any registration requirements under the Companies Act; no notification need be provided to tax offices, as representative offices do not engage in business operations in Japan and thus are not subject to corporate tax. However, representative offices established by foreign banks, insurance companies, securities companies, or other financial institutions are exceptions; prior notification must be provided to the Financial Services Agency for such representative offices (as stipulated in the Banking Act, the Financial Instruments and Exchange Act, and other laws).

As a representative office cannot open a bank account in its own name, the head office of the foreign company or an individual such as a representative of the office opens a bank account in place of the office (see 1.1.1). When a representative of the office opens a bank account on behalf of the office, the name of the bank account usually contains both the name of the representative office and that of the individual representative as in "(name of representative), Japan Representative Office, (name of company)."

In this case, the following documents are generally required:

  • Passport of representative
  • Resident card of representative
  • Company brochure
  • Leasing agreement
  • Bank seal

3. Consultation on opening corporate accounts

Opening a Corporate Bank Account in Japan

Following the discussions based on the Working Group for Revising Regulations and Administrative Procedures under the Council for Promotion of Foreign Direct Investment in Japan, the Financial Services Agency requested the three megabanks to promptly develop a framework for smooth opening of bank accounts for domestic subsidiary companies or branches of foreign companies in 2016. Responding to this request, the three megabanks developed a framework, and disclosed their points of contact for inquiries and supports.

Sumitomo Mitsui Banking Corporation (SMBC)

Support for Investing Japan, Global Business Promotion DepartmentExternal site: a new window will open(Japanese)

(As of November, 2020, this service is temporarily suspended. Inquire at the nearest branch for general advice on opening an account.)

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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