Registering a Branch Office (支店 or "shiten")
A branch office (支店 or "shiten" in Japanese) (for details on the various entity forms, please see our page on Types of Companies in Japan) of a foreign company can begin to do business in Japan once it registers with the Legal Affairs Bureau (法務局 or "houmukyoku" in Japanese).
The sequence of events in registering a branch office is as follows.
1. Depending upon your industry, prior notice to the Bank of Japan may be necessary.
2. Determine what information will need to be registered.
Note: In determining what information will need to be registered, we need to examine which Japanese entity form the foreign company is most similar to.
To make this determination, we will ask you for the articles of incorporation of the foreign company as well as other information.
3. Decide on the branch office’s representative in Japan, the address of the branch, and the method of providing public notice.
Note: The company can have several representatives.
However, at least 1 representative must have an address in Japan.
4. Secure the branch office’s office location.
5. An affidavit with the information to be registered is prepared and certified by a public body in the home country of the foreign company.
Note: In practice, usually the consul of the embassy or consulate of the foreign company’s home country in Japan certifies the affidavit.
6. Submitting the application to the Legal Affairs Bureau to register the branch office, and submitting the application to register the bran office’s company seal.
Note: Usually registration takes between 1 to 2 weeks.
7. Once registration is approved, a "Certificate of Registered Information" and a "Registered Seal Certificate" will be provided.
These certificates are necessary to open a bank account in Japan in the name of the branch office.
If there are no issues, the entire process to register the branch office usually takes about 1 month.
At Verybest, we have extensive experience in establishing branch offices for our clients.
Please feel free to contact us if you need any assistance in this procedure.
Registering a Stock Corporation (株式会社 or "Kabushiki-Kaisha")
A Japanese subsidiary company in the form of a stock corporation (株式会社 or "Kabushiki-Kaisha" ("K.K.") in Japanese) (for details on the various entity forms, please see our page on Types of Companies in Japan) is established by registering with the Legal Affairs Bureau.
From the time that you hire us and until the time that the K.K. is actually formed takes about 2 months.
Note: In Japan, there are generally 2 ways to form a company.
For purposes of this article, we are assuming that the K.K. will be formed through the more common and simpler "subscription type incorporation" (commonly known as a 発起設立 or "hokki setsuritsu"), and not through a "solicitation type incorporation" (commonly known as a 募集設立 or "boshu setsuritsu").
The sequence of events in registering a K.K is as follows.
1. Deciding on basic matters concerning the K.K.
Note: Some of the matters you will need to decide on are: (a) the name of the company, (b) the location of the head office, (c) the company’s business purpose, (d) the amount of capital, (e) the issue price of shares, (f) share transfer restrictions, if any, (g) whether to have a board of directors, (h) the name of the directors and the representative director, (i) the term of office of the directors, (j) the names of the shareholders, (k) the amount contributed by each shareholder.
2. Preparing the Articles of Incorporation and other documents necessary for incorporation.
3. Preparing an affidavit pertaining to information about the parent company, and a signature certificate for the executive officer of the parent company, which needs to be notarized by a notary in the parent company’s home country, or by the consul of an embassy or consulate of such country.
Note: We will ask you to provide us with documents such as the Articles of Incorporation of the parent company, its Certificate of Incorporation, and annual reports so that we can prepare the necessary affidavit and signature certificate.
4. Having the Articles of Incorporation of the K.K. notarized by a Japanese notary.
5. Shareholders need to pay in their capital contributions to the bank account designated by the incorporators.
Note: For nationals of some countries, this need to pay in capital before the company actually exists, or its bank account exists, may be rather strange.
However, in order to register the company, all shareholders need to pay in their capital contributions to a Japanese bank account designated by the incorporators, prior to submitting the Articles of Incorporation to the Legal Affairs Bureau (we will need to submit proof that it was actually paid into a Japanese bank account).
During the incorporation process, we will advise you on how to meet this requirement.
6. Appointment of directors and the representative director
7. Submitting the application to the Legal Affairs Bureau to register the K.K., and submitting the application to register the company seal.
Note: The date that the application to register the K.K. is submitted will be the date that the K.K. is established.
8. Once registration is approved, a "Certificate of Registered Information" and a "Registered Seal Certificate" will be provided within 2 weeks.
These certificates are necessary to open a bank account in the name of the K.K. in Japan.
9. Notifying the Bank of Japan that the foreign company has obtained shares in the K.K. (prior notice may be necessary if the K.K. will be doing business in certain industries).
Registering a Limited Liability Company (合同会社 or "Godo-Kaisha")
A Japanese subsidiary company in the form of a limited liability company (合同会社 or "Godo-Kaisha" ("G.K.") in Japanese) (for details on the various entity forms, please see our page on Types of Companies in Japan.) is established by registering with the Legal Affairs Bureau. From the time that you hire us and until the time that the G.K. is actually formed takes about 1 month.
The sequence of events in registering a G.K is as follows.
1. Deciding on basic matters concerning the G.K.
Note: Some of the matters you will need to decide on are: (a) the name of the company, (b) the location of the head office, (c) the company’s business purpose, (d) the amount of capital, (e) the names of the members, (f) value of the contribution by the members, and (g) the names of the executive officers.
2. Preparing the Articles of Incorporation and other documents necessary for incorporation.
Note: The Articles of Incorporation of a G.K. do not need to be notarized by a Japanese notary.
3. Preparing an affidavit pertaining to information about the parent company, and a signature certificate for the executive officer of the parent company, which needs to be notarized by a notary in the parent company’s home country, or by the consul of an embassy or consulate of such country.
Note: We will ask you to provide us with documents such as the Articles of Incorporation of the parent company, its Certificate of Incorporation, and annual reports so that we can prepare the necessary affidavit and signature certificate.
4. Members need to pay in their capital contributions to the bank account designated by the members.
Note: For nationals of some countries, this need to pay in capital before the company actually exists, or its bank account exists, may be rather strange.
However, in order to register the G.K., all members need to pay in their capital contributions to a Japanese bank account designated by the members, prior to submitting the Articles of Incorporation to the Legal Affairs Bureau (we will need to submit proof that it was actually paid into a Japanese bank account).
During the incorporation process, we will advise you on how to meet this requirement.
5. Submitting the application to the Legal Affairs Bureau to register the G.K., and submitting the application to register the company seal.
Note: The date that the application to register the G.K. is submitted will be the date that the G.K. is established.
6. Once registration is approved, a "Certificate of Registered Information" and a "Registered Seal Certificate" will be provided within 2 weeks.
These certificates are necessary to open a bank account in the name of the G.K. in Japan.
7. Notifying the Bank of Japan that the foreign company has obtained an equity interest in the G.K. (prior notice may be necessary if the G.K. will be doing business in certain industries).