This article series will provide useful insights into the changing investment and innovation environment, and new business opportunities in Japan.
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 prepare various documents (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.) and help with acquiring a visa upon a client’s request. 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.
You can find experts in establishing business bases, including corporate registration, and opening bank accounts, in the following directories:
2. Opening of corporate bank accounts
Please refer to the following information for opening a corporate bank account.
Notice from the Japanese Bankers Association
In general, the following documents are required to open a corporate bank account. However, the necessary documents vary by financial institution, so, please check with the bank where you will apply for an account for details.
- Certificate of the registered matters of the corporation
- Corporate seal registration certificate
- Identification documents of the person in charge of the transaction (who applies for the account at the bank)
- Seal (stamp) to be registered for banking transactions (bank seal)
- Please purchase a bank seal for banking transactions at a specialty shop. (However, it is usually possible to divert the registered seal as a bank seal.)
- Each financial institution conducts screening when opening a corporate bank account and may decline the application based on comprehensive judgment. Generally, details of the screening are not disclosed.
- Account trading and money laundering are crimes. To prevent such crimes, financial institutions are required to conduct strict screening of bank accounts and confirmation of unnatural transactions.
- Financial institutions may inquire about your transactions from the perspective of continuously managing/grasping your account information. Please cooperate in responding to the inquiries in consideration of the above perspective.
[Reference 1] Consultation desks of Japanese three megabanks for opening corporate bank accounts of subsidiaries of foreign corporations
Sumitomo Mitsui Banking Corporation (SMBC)
MUFG Bank, Ltd.
List of branches of financial institutions in each prefecture
“Bank Search by Prefecture” by the Japanese Bankers Association
When opening a corporate bank account, in addition to the above-mentioned perspective of preventing crimes such as account trading and money laundering, the actual business conditions may also be examined. Accordingly, the company may be required to explain its corporate profile and financial condition, including information on its beneficial owner(s) (see Note below), the purpose of opening the account, and the details of the business (including the license or permit if the business is a licensed or authorized business). Since incomplete submissions or delays in responding to inquiries may be judged unreliable, it is advisable to prepare in advance explanatory materials on such matters (e.g., websites for corporate profiles), certificates, agreements, etc. and respond promptly and reliably.
Refers to an individual(s) who is able to effectively control business management in a corporation.
3. 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
Section1: Table of Contents
|Section||Documents||The competent authorities relating to these documents|
|1-3||Industries in which prior notification is required before foreign direct investment in Japan||
International Department, Bank of Japan
|1-3||Business Categories Subject to the Subsequent Report under the Ordinance concerning Foreign Direct Investment, etc.||
International Department, Bank of Japan
* Inward FDI from all other countries except the listed countries requires prior notification
International Department, Bank of Japan
Section1：Documents businesses are required to submit to authorities
|Section||Documents||Where documents are listed within the URL||The competent authorities and relevant web pages|
|1-2||Articles of Incorporation of Stock Company (Japanese sample only) [privately-owned, 1 or more directors, no board of directors, no auditor] (Japanese sample only)||See "Examples of Articles of Incorporation"⇒"Articles of Incorporation of Stock Company"⇒"2. Small and Medium-Sized Company" [privately-owned, 3 or fewer directors, no board of directors, no auditor]||Japan National Notaries Association|
|1-3||Report Relating to the Acquisition, etc. of Shares / Equity||n.a.||International Department, Bank of Japan|
|1-3||Affidavit||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 Form for Registration of Incorporation 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 Registration 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 for Registration of the Establishment of a Business Office of a 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.
Laws and Regulations on Setting Up Business in Japan Pamphlet
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