The following explains the incorporation procedures for foreigners who would like to establish a company in Japan. It is a simple procedure (Promotive Incorporation) in which only incorporators participate. Though there is another procedure (Subscriptive Incorporation) for raising funds from investors other than incorporators, it is more complicated than the former.
Incorporating a company, by contrast with sole proprietorship, may contribute to improved social credibility with banks and business connections, and may additionally have tax advantages.
Incorporation requires more than one person, but many partners are not imperative. Stated capital may be as little as one yen, and the cost of stated capital need not be of concern.
The following will demonstrate how easy it is to incorporate.
1. First considerations in incorporating are to the basic matters of the company. You should determine the trade name, the location of the head office, and so on.
Basic matters are as follows:
① Create the official seal of the corporation.
It is necessary that the seal be larger than 1cm by 1cm square and smaller than 3cm by 3cm square.
② Prepare a certificate of the individual incorporator’s seal impression.
This certificate has to be issued within three months prior to the application date for registration.
Otherwise, if you have not registered your seal impression, you can substitute a certificate of signature (certified by foreign authorities such as an embassy).
③ Set the beginning and the end of a business year. (e.g. begin on April 1 of
each year and end on March 31 of the following year).
④ Determine the amount of stated capital.
Any amount more than one yen is acceptable.
⑤ Determine incorporators and members of the corporation.
⑥ Determine the location of the head office in Japan.
⑦ Determine the business purpose.
The corporation can conduct business within the limits of “business purpose” that you determined here.
If you wish to change or add some business purposes after the incorporation, you have to notify the Registration of Changes. Therefore, you should determine, as near as possible, potential business purposes that are expected to be conducted in the future.
⑧ Determine the trading name.
You can determine any name as your corporate name except for the following restrictions:
- A company shall use in its trade name the words "Kabushiki-Kaisha," "Gomei-Kaisha," "Goushi-Kaisha" or "Goudou-Kaisha" respectively for Stock Company, General Partnership Company, Limited Partnership Company, or Limited Liability Company.
- You can only use letters of kanji (Chinese character used in Japanese writing), hiragana (Japanese cursive syllabary), katakana (Japanese syllabary used primarily for loanwords), alphabetic characters, Arabic numerals, and [&] [,] ['] [,] [-] [.] [･].
- You cannot use the name of existing major corporations.
After determining the trade name, you should confirm with the Regional Legal Affairs Bureau(Registry Office),that there is no precedent registration of the same trade name at the same address.
2. Next, you should hold a meeting of incorporators and make decisions about what you considered in 1 above.
If you have several incorporators, you must hold a meeting and make the following decisions. If you are the only incorporator, you should document the following decisions in writing instead of holding the meeting:
① the number of shares at incorporation
② total number of authorized shares,
③ the issue-price of shares,
④ name of the depository institution,
⑤ the trade name,
⑥ and the business purpose.
3. You should produce the Articles of Incorporation and acquire certification.
If you produce the articles in English, the English articles should have their Japanese translation, because notary officers can only certify in Japanese.
After the Articles of Incorporation have been completed, you have to go to the Notary Public office to obtain a certificate of them.
4. Incorporators should pay the amount of the shares (Stated Capital) at incorporation which is prescribed in the Articles of Incorporation.
At first, one of the incorporators should open an individual bank account, otherwise you can use your existing bank account.
Then, full payment as set in the Articles of Incorporation should be deposited in the bank account.
After incorporators pay the amount of the Stated Capital at Incorporation completely, documents confirming full payment must be completed.
The company is virtually established at this time.
Application for registration of incorporation follows, so that the company is publicly accepted and can conduct its business.
Procedures for the election of executives such as representative directors, directors, company auditors, and so on, are conducted. If the executives are specified by the articles of incorporation, many of the procedures for election can be omitted.
5. You should apply for Registration of Incorporation at the Regional Legal Affairs Bureau (Registry Office).
The registration procedure will complete within one week if there is no defect. After that, you can make a request for a certificate of the registered description of the company.
This completes the company incorporation.
As the company will have to pay tax when it conducts its business, you should notify to the national tax office, municipality authorities, and the metropolitan tax office. Moreover, as you will have to participate in social and labor insurance when you employ staff, you should notify the Labor Standards Inspection Office, Public Employment Security Office, and Social Insurance Office.
Costs for Procedures
Certification of the Articles about 92,000 yen
Application for Registration of Incorporation 150,000 yen ~
The amount of the Stated Capital × 7/1000 = The amount of the tax*
* If the result is 150,000 yen or less, the tax is 150,000 yen uniformly.
This is the Incorporation Procedures.
As a general rule, the procedures for foreigners are same as those for Japanese.
After you determine the basic matters of the company, you have only to draw up the necessary documents and submit them to the public office. As the costs for the procedures are not so high, we recommend you to challenge it by yourself.
By the way we can help you to incorporate your company at a reasonable fee.
It might be possible to help you with only one part of the total procedures which you can specify or of course we can undertake the whole procedure.
Moreover, we can advice or counsel you on the legal matters of your company after incorporation.
Please feel free to inquire about it.