Japan Company formation and Registration 2025

Japan Company formation and Registration- Legal Structures

• Kabushiki Kaisha (KK): A stock company, similar to a corporation. It's a common choice for larger businesses.
• Godo Kaisha (GK): A limited liability company, offering more flexibility and lower setup costs than a KK.
• Branch Office: A branch of a foreign company. The foreign company is liable for the branch's activities.
• Representative Office: Primarily for preliminary activities, such as market research. It cannot engage in direct sales.

Registration Process

• Company Name and Address: Determine the company name and registered address in Japan. The name must comply with legal requirements.
• Articles of Incorporation: Prepare the company's articles of incorporation, which outline its basic structure and rules. For a KK, these must be notarized.
• Capital: Determine the amount of capital. While there is no minimum capital requirement for KKs and GKs in most cases, it must be sufficient for the business activities.
• Registration Application: File the registration application with the Legal Affairs Bureau (registration office) with the necessary documents. These documents vary depending on the chosen structure.
• Company Seal: Create a company seal (inkan), which is necessary for official documents.
• Bank Account: Open a corporate bank account in the company's name.
• Tax Registration: Register with the relevant tax authorities (tax office) to obtain a tax identification number and fulfill tax obligations.
• Social Insurance Registration: If the company hires employees, it must register for social insurance (health insurance and employees' pension insurance).

Required Documents

• Articles of incorporation
• Application for registration
• Certificate of the company seal
• Documents verifying the company's address
• Identification documents of the company's officers

Timeframe

Important Points for Foreign Investors

• Language: Documents must be prepared in Japanese.
• Legal and Administrative Support: It is highly advisable to seek assistance from a legal professional (lawyer or judicial scrivener) or administrative scrivener (gyoseishoshi) in Japan to ensure compliance with all legal requirements.
• Branch vs. Subsidiary: A foreign company establishing a subsidiary (KK or GK) creates a separate legal entity in Japan, while a branch office is an extension of the foreign company. This distinction has significant legal and tax implications.

Post-Registration

• Filing tax returns
• Maintaining accounting records
• Complying with labor laws (if employing staff)