Meilin International Law Firm

rocedures for Incorporation of a Company

presentative office

A representative office is allowed to engage in preparatory and supplementary activities in Japan for a foreign company, and is not allowed to engage in for-profit business activities (including but not limited to conclusion of contracts, opening of bank accounts, payments, etc.).

A representative office is not required to register at the Legal Affairs Bureau of Japan.
A representative office is only allowed to conduct the following kinds of business activities: market surveys, information gathering, advertising and promotion, basic research, purchasing goods, etc.

Branch Office (Business Office)

A foreign company can establish a branch office (business office) to conduct for-profit business activities in Japan. The foreign company must appoint at least one person as the representative of the branch office who will be registered at the Legal Affairs Bureau of Japan. At least one representative must reside in Japan (paragraph 1, Article 817 of the Companies Act), but there is no requirement regarding nationality.

Foreign companies in some business types are required to give prior or post facto notifice to the Minister of Finance, according to the Foreign Exchange and Foreign Trade Act.

Required Documents
  • Articles of incorporation of the foreign company
  • Affidavit of registered matters certified by the Japanese Embassy in the home country
Corporation (Subsidiary)

There are no restrictions on nationality and place of residence for a representative of a Joint-Stock Company, Membership Company, Special Purpose Company, Investment Corporation, General Incorporated Association, and Non-Profit Organization, etc. Previously, these corporations were required to have at least one representative residing in Japan, but such requirement was abolished in March 2015.

There are also no restrictions on nationality and place of residence for shareholders (promoters) of a Joint-Stock Company.

3-1. Registration of Incorporation

To incorporate a Joint-stock Company or Limited Liability Company, the foreign national must apply for registration of incorporation to the Legal Affairs Bureau of Japan. The application date will be regarded as the “incorporation date” of the company.

Flow of Procedures for Incorporation
  1. Foreign national should determine the outline of incorporation and prepare the articles of incorporation.
    * In the case of Joint-Stock Company
    • Trade name
    • Location of the head office
    • Purpose
    • Amount of capital
    • Number of shares (Number of shares at incorporation, total authorized number of shares, and type of shares)
    • Method of public notice
    • Any restrictions on transfer of shares
    • Business year
    • Amount of investment
    • Officers (directors, representative director, etc.)
    • Promoters (investors)
  2. In the case of a Joint-Stock Company, the articles of incorporation must be certified by a notary public (this is not required for a Limited Liability Company).
    A certificate of registered seal or certificate of signature certified by the home country of each promoter is required.
  3. Payment of capital
    Copies of the bankbook from which the promoter(s) pay capital to the bank account in Japan is required.
    Normally, a foreign national is required to present the residence card (which is issued by Japanese authorities for a stay in Japan of more than three months) to open a bank account in Japan.(Short-term commercial visas are valid for ninety days only, so residence cards are not issued). A foreign national other than one residing in Japan for long term under a mid- or long-term status of residence, must pay the capital to a collaborator’s bank account in Japan.
  4. Application for registration of incorporation of the company
    The application date shall be regarded as the incorporation date of the company.
3-2.Cost
rejistration and license tax cost for certifying tahe articles of incorporation set of seeles
3-3.Required Documents, etc.
  • Seal of the representative of the new company
  • Certificates of signatures of investors (affidavits)
  • Certificates of signatures of persons to be appointed as officers (affidavits)
  • Bankbooks of individuals investing in the company