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Register the Business

Once you decide on the entity type for your Japanese subsidiary (a joint stock company (Kabushiki Kaisha, aka KK: 株式会社) or a limited liability company (Godo Kaisha, aka GK: 合同会社)), it is time to begin the incorporation. Here is a general overview of the process.

Determine essential corporate matters

First, you need to determine the essential matters of the company to incorporate a company: the company's trade name, office address, business purpose, amount of capital, fiscal year, board of directors, auditors, etc.

Board of Directors

Prepare Articles of Incorporation

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Articles of Incorporation (Teikan: 定款) are a set of rules and regulations governing a company. The Articles of Incorporation include key matters such as the company's trade name, head office address, the timing of shareholders' meetings, fiscal year-end, and the number of board of directors.

 

The Articles of Incorporation should also include the name of the founder (発起人: a person who makes an initial investment and handles the administration of incorporation). The founder will be the shareholder in the case of KK or a member in the case of GK.

The Articles of Incorporation must be affixed a seal by the founder.

The seal (Inkan: 印鑑) is one of the unique practices of incorporation in Japan and is explained in detail here ( What you need to know about Japanese Seals (Inkan) ).

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Certification of Articles of Incorporation

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※This section is not required for a GK

In the case of a KK, it is necessary to have the Articles of Incorporation certified by a notary public. A notary public affiliated with the local Legal Affairs Bureau (法務局) will certify the Articles of Incorporation. In the case of a GK, the Articles of Incorporation do not need to be certified by a notary public.

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Registration of incorporation

Once the Articles of Incorporation have been authenticated, you will proceed to the incorporation registration.

 

In order to register the incorporation, you will need to prepare an application for registration and necessary attachments, such as letters of acceptance by initial directors, proof of paid-in capital, etc.

If the application for registration is submitted and there are no deficiencies, the examination will be completed in about one week. Once the examination is completed, the company is successfully incorporated.

 

The date of incorporation is when the application for registration is filed (not when the examination of registration is completed). Please be careful if you are trying to set a specific date for the incorporation of your company.

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If you are considering expanding your business to Japan, please contact Quantum Accounting Inc. for a free consultation during the planning phase or general consultation (available in both English and Japanese). Quantum Accounting's professionals are experts in accounting, tax, legal, and labor issues. Our goal is to provide you with a one-stop professional firm for all the services you need to expand your business into Japan.

 

We are confident that we can help you. For further information, please contact from CONTACT US.

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