Guide to Setting up a Company
Information on how to get your business off the ground...
There are many organisations that can offer advice or help with starting a business. Apart from Japan External Trade Organization (JETRO), the governmental agency specialising in foreign investment, there are many municipally-run foreign investment support centres, such as Tokyo Business Entry Point and Yokohama World Business Support Center. They generally facilitate the setting up of businesses by means of providing information on registration, visa requirements and tax, for example, as well as by referring investors to local legal practitioners specialising in business registration. Some centres are outfitted with small office spaces, which can be leased by new businesses for a short term.
While not legally essential, in terms of convenience it is useful to employ the services of an attorney or legal firm to deal with registration, visa application, and other administrative procedures. Many new companies also find it helpful to use the services of a tax accountant for tax matters, a certified social insurance labour consultant for social insurance matters, and a management consultant for payroll and human resource management. Note: for most of the administrative procedures, businesses are required to submit documents in Japanese.
Setting up a business
Below are the general procedures for setting up a branch office and the incorporation of a joint-stock company; the two most common types of foreign business setups.
Setting up a branch office:
- Decide on the address of the company and appoint the representative in Japan.
- Prepare the application documents (official translation of the company headquarters’ register copy or affidavit stating to the same effect and the signature/seal certificate of the representative in Japan). Some documents require notarisation in addition to signatures.
- Prepare a company seal (compulsory) and bank seal (optional).
- Get the affidavit and signature certificate notarised at a Notary Public Office, or an Embassy or Consulate of a country under which the company is incorporated.
- File the documents at the registry office.
- The registry office will process the registration in one or two weeks after filing.
- Register the branch at the tax office and other relevant authorities.
Setting up a joint-stock company:
- Decide on the name and address of the head office and the business purposes of the company.
- Appoint one or more directors. If there is to be a board of directors, appoint three or more directors and one or more statutory auditor.
- Draft the Resolution of Promoter (Hokkinin-ketteisho). A promoter (hokkinin) is an investor (individual or corporate) who initiates the incorporation of the company.
- Create the company seal and the bank seal for the new company.
- Draft the Articles of Incorporation (Teikan) and have it notarised.
- Prepare any other documents, for example the seal/signature certificate and the acceptance of office by directors and have them signed and/or notarised as necessary.
- Transfer the initial capital amount (one yen or more) to the bank account of the promoter or representative director and photocopy the bankbook.
- File the documents at the registry office.
- The registry office will process the registration in one to two weeks after filing.
- File a Report of Internal Investment to the relevant authorities through the Bank of Japan.
- Open a corporate bank account. The process typically takes three to seven days.
- Have the company registered at tax offices and other relevant authorities.
- Registration change (henko-touki): In the case of joint-stock companies, executives have fixed terms of office specified in the Articles of Incorporation. Their re-election or replacement, along with any other changes made on registered matters (i.e. head office address, capital increase, business purpose change, etc.) should be registered no later than 14 days after such change is made.
- Public notice (kokoku): Some company decisions (e.g. annual account settlement, merger, capital decrease, liquidation, etc.) have to be notified publicly in a method specified in the Articles of Incorporation. Public notices are typically carried out in the official gazette (kampo).
- Tax declaration (kakutei-shinkoku): Corporations must file the final tax declaration at the tax office and pay the applicable tax amount within two months after the annual account closing day.
- Social Insurance (shakai-hoken): Entities hiring employees are generally required to apply for health insurance coverage (kenko-hoken), welfare pension (kosei-nenkin) and employment insurance (koyo-hoken), jointly known as social insurance. Japan Pension Service offices and/or Labour Standard Inspection offices under the Ministry of Health, Labour and Welfare are in charge of these applications.
Checking acts and registrations
English translations of major relevant laws and regulations are shown below. For the latest updates or new enactments, however, local professional advisors may need to be consulted.
- Company Act ?kaisha-ho) Part I & Part II
- Limited Liability Partnership Act ?LLP-ho)
- Foreign Exchange Law (gaitame-ho)
- Labour Standards Act (rodo-kijun-ho)
- Corporation Tax Act (hojin-zei-ho)
Below is a useful but non-exhaustive list of relevant organisations and/or information websites:
- Tokyo Business Entry Point
- Yokohama World Business Support Center
- Ministry of Justice
- Official Gazette (kampo) (Japanese only)
- Financial Services Agencies (kinyu-cho)
- Ministry of Health, Labour and Welfare (kosei-rodo-sho)
- Ministry of Economy, Trade and Industry (keizai-sangyo-sho)
- Ministry of Agriculture, Forestry and Fisheries (norin-suisan-sho)
- Bank of Japan
- Immigration Bureau of Japan
- Japan Pension Service
- Ministry of Health, Labour, and Welfare
- National Tax Agency (kokuzei-cho)
- In Control Legal Support Services?support services for incorporation, visas, application for business licences, and various legal paperwork; drafting business contracts, for example