News Details

2022.05.31

Doing business in Japan Part 2  Procedures for Establishment of Companies

List of news

1. Introduction
In cases where foreign companies start business in Japan, they need to select a suitable business entity form several choices. In this News, we will mention the procedures for establishing corporate-type entities, joint stock companies (Kabushiki-Kaisha, KK) and limited liability companies (Godo-Kaisha, GK).


2. Basic flow of establishment
① Preparation of articles of incorporation
For the first step of structuring your business, incorporators need to prepare and file articles of incorporation which stipulate fundamental rules of the legal entity. There are three kinds of descriptions in the articles of incorporation: absolute description matters, relative description matters, and optional description matters.
 
② Performance of contribution 
After subscription of shares issued at incorporation, an incorporator must make the entire amount of capital contribution in the form of either cash or assets.

③ Application of registration 
In order to publicly notice rights and obligations of individuals and companies, companies need to register the establishment on the ledger. The registration should be made by paper documents (bringing by hand or by mail) or online.

3. Details of procedures for establishment

【KK】
Preparation of articles of incorporation
Incorporators must create articles of incorporation, and all incorporators must sign or affix the seal.

Certification of articles of incorporation by a notary
The articles of incorporation have to be certified by a notary at the Legal Affairs Bureau. “Statement of beneficial owner” and other supporting documents should also be prepared for the certification.

Performance contribution
Incorporators must pay in the entire amount of contribution about subscription of shares issued at incorporation.

Management structure
KK has to organize the management structure for its decision-making or conduct of management. All KKs need to set a shareholder’s meeting and at least one director.

Application of registration
The registration of KK must be made within two weeks from the later of the date on which the investigation of the director at incorporation, etc. is completed or the date fixed by the incorporator. Once the registration and the rest of the process have been completed, KK can conduct business activities as a legal entity.

Company’s management structure
Shareholder’s meeting, Directors, Board of directors, Statutory auditors, Board of auditors, Accounting auditors, etc.

【GK】
Preparation of articles of incorporation
Members must create articles of incorporation, and all members must sign or affix the seal.
 GK does not need notarization of articles of incorporation.

Performance contribution
Members must pay in the entire amount of contribution about subscription of units issued at incorporation.

Application of registration
Once the registration and the rest of the process have been completed, GK can conduct business activities as a legal entity.

3. Conclusion
In this News, we mentioned the procedures of setting up corporate-type entities, joint stock companies (KK) and limited liability companies (GK) as the second part of “Procedures for Doing Business in Japan.”
In the actual process of company registration, you are required to prepare various documents. At the same time, the expertise in accounting standard and Japanese tax laws are required in order to make the right decision. We have skilled knowledge and experiences in company establishment services and can offer a total service corresponding to your needs.

Please note that this News only introduces general outlines and does not include professional advice. So please make sure not to make any decisions without taking professional advice individually. If you have any questions, please feel free to contact us.

(References / English)
Establishment of Kabushiki-Kaisha


Establishment of Godo-Kaisha

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