How to incorporate a Godo kaisha ( limited liability company ) in Japan
In Japan, Company shall be formed by the registration of the incorporation at the location of its head office.
So, you need to file registration of incorporation to form company. In other words, you submit application paper to legal affairs bureau ( Homukyoku = 法務局 ) in Japan.
Legal affairs bureau has its own jurisdiction. If you incorporate a company in Minato ward, Tokyo prefecture, Tokyo legal affairs bureau Minato branch has its jurisdiction.
When you incorporate a company in Japan, you need to find your office. You may be able to find virtual office.
There, you can rent some company’s address and use its address as address of your company. But, you can not receive letter at its address.
So, in such case, it will be difficult to open bank account. Or if you have a friend in Japan, you may be able to use her address as address of your company.
However, legally speaking, when you register some address as address of your company, you need to operate your business at the place.
If you hope, I will find office on behalf of you. Before you come to Japan, I can find office and make lease contract on behalf of you.
When you have fixed address of your company, you need to determine several items as below, then specify in articles of incorporation ( Teikan = 定款 ).
When you want to incorporate your company, you need to make articles of incorporation at first.
１ Trade Name ( Shogo = 商号 )
You need to decide name of your company. You can choose almost every trade name. So, you can name your company ” Tokyo Disney Land Limited Liability Company “. But, Company who operates Tokyo Disney Land can file civil law suit base on Unfair Competition Prevention Law.
And if you are not going to operate bank business, you can not register ” Tokyo Bank LLC “. But, you can register ” Tokyo Information Bank LLC “.
２ Purposes ( Mokuteki = 目的 )
You need to decide what kind of Business you operate in your company and register it.
This is sample of purposes of company.
(1) Manufacture and sale of electronic and electrical machines and equipment;
(2) Manufacture and sale of medical instruments, optical instruments and other equipment, machines and instruments;
(3) Planning, production and sale of audio-visual software;
(4) Planning, production and sale of computer software programs; (5) Manufacture and sale of metal industrial products, chemical industrial products and ceramic industrial products;
(6) Manufacture and sale of textile products, paper products and wood-crafted articles, daily necessities, foodstuffs and toys;
(7) Manufacture and sale of transportation machines and equipment and petroleum and coal products;
(8) Real estate activities, construction business, transportation business and warehousing business;
(9) Publishing business and printing business;
(10) Advertising agency business, insurance agency business, broadcasting enterprise, recreation business, such as travel, management of sporting facilities, etc. and other service enterprises; (11) Financial business;
(12) Type I and Type II telecommunications business under the Telecommunications Business Law;
(13) Investing in stocks and bonds, etc.;
(14) Manufacture, sale, export and import of products which are incidental to or related to those mentioned in the preceding items; (15) Rendering of services related to those mentioned in the preceding items;
(16) Investment in businesses mentioned in the preceding items operated by other companies or persons;
(17) All businesses which are incidental to or related to those mentioned in the preceding items.
３ Location of Head Office
You need to specify location of your head office. When you write location of your head office in articles of incorporation, you do not need to write specific address of head office. If you locate your head office at Minato ward, Tokyo prefecture, you just write ” The Company shall have its head office in Minato -ward , Tokyo. ”
But, in other documents to file registration of incorporation of a company, you need to write specific address in Japan.
４ Method of Public Notices
You need to decide method of public notice. In the case of joint-stock corporations, you need to announce financial result every year.
（ Though, joint-stock corporations needs to publish announcement of financial result every year, the percentage of small and medium sized joint-stock corporations that actually perform this duty is below 10 %. ）
In the case of Limited Liability Company, you do not need to publish announcement of financial result.
So, you will not have any chance to publish announcement via public notice.
( If you reduce Stated Capital of the company or merge other company, you need to conduct public notice. )
The commonest way to conduct public notice is ” the official gazette
５ Name and Address of, and Amount of Capital Contribution and Liabilities subscribed by Members
You need to register name and address ( foreign address is also available. In that case, I will translate it into Japanese language and register. ) If you contribute 100 yen to your company, the amount of capital contribution should be 100 yen.
６ Name of Managing Member
If you appoint a managing member of the company, you need to specify her name. In the case of joint stock company, a managing member is equivalent to a director. Assumed Nancy contributes 100 yen Tom contributes 200 yen You can appoint only Nancy or only Tom or both Nancy and Tom as managing member. If Nancy is not selected as managing member, her name is not registered in commercial registry. If Tom is not selected as managing member, his name is not registered in commercial registry. Even if the amount of contribution is different among Nancy and Tom, Nancy and Tom have equivalent voting right. But, if you determine other treatment.
７ Name and address of Representative Member
You can select a person who represent your company. If your company makes a contract with other company or a person, this representative member sign the contract.
In the case of joint stock company, a representative member is equivalent to a representative director. If you select managing member, you need to select representative member from managing member.
If you do not select representative member, managing member become a representative member without any action.
８ Business year of the company
You need to determine fiscal year of your company. When you incorporate in Japan, you need to submit tax filing.
If business year of your company commence on June of each year and end on May, you need to file tax return by end of July. If you incorporate in June, it is better for you that business year of your company commence in June and end in May.
Above all, at least you need to specify these matters in articles of incorporation. In the case of joint stock company ( Kabushiki Gaisha ), you need to notarize articles of incorporation.
And you need to pay fee of around 50,000 yen to notary public. But in the case of Limited Liability Company, such notarization is not necessary and save this around 50,000 yen.
Moreover, when you make articles of incorporation as electromagnetic record ( Denshi teikan = 電子定款 ), you do not have to pay stamp duty of 40,000 yen.
In other words, if you make articles of incorporation as paper, you need to purchase revenue stamp of 40,000 yen and paste it on articles of incorporation.
( I can make articles of incorporation as electromagnetic record on behalf of you.)
|joint stock company ( Kabushiki Gaisha )||Notarization of articles of incorporation is Required||stamp duty of 40,000 yen is required|
|Limited Liability Company ( Godo kaisha )||Notarization of articles of incorporation is NOT Required||stamp duty of 40,000 yen is NOT required|
Next, I will explain about other necessary documents.
壱 Acceptance of appointment
When you ( equity participant ) make articles of incorporation, you nominate someone as a managing member or representative member. In order to nominate someone as such status, her Acceptance is required.
On this paper, signature of nominee is necessary. When you order me to incorporate a company in Japan, I can make it in English language and send it to you by post or email.
弐 Certificate of Receipt of Capital Contribution
When you incorporate in Japan, you need to contribute some money. Even if the amount of １ yen is available. In that case, the amount of stated capital is registered as ” 1 yen “.
But, if you incorporate with such a small stated capital amount, it will affect feasibility in opening bank account, trust toward your company.
So, you need to contribute at least amount of money that you need to operate your company for a while.
Most of companies register their capital amount at least one million yen.
You ( equity participant ) pay your money to potential company. When you contribute your money, there is not bank account of your company. So, in that case, you, equity participant shall pay her money to your bank account.
If you want to contribute 100 yen to incorporate in Japan, ｙou deposit 100 yen to your bank account. Then after you open bank account of your company, you transfer this money to bank account of your company.
I know most of websites that explain how to incorporate a company in Japan make mistake as for this process. Their website specify that you need to prepare scanned copy of your bank book or bank statement that can prove amount of your contribution.
But, actually you can not use this method as far as you are non resident of Japan.
You are living in outside of Japan and do not have bank account of Japanese bank.
Legal affairs bureau do not recognize your familiar bank as bank based on Japanese law. So, you can not use scanned copy of your bank book of your familiar bank.
However, there is other way in practical business. You contribute some money and representative member issue receipt of contribution. This is called Certificate of Receipt of Capital Contribution.
However, you can not use this method to incorporate joint stock company. So, if you ( Non resident of Japan ) want to incorporate joint stock company, you need to open bank account with Japanese bank. Some Japanese bank has branch in foreign country. You ( equity participant ) may go to these bank and open bank account. Then, you deposit your money to your bank account. Then you take a copy of your bank statement. As far as officer of Japanese authority can find out your contribution, the bank statement is available. And you ( equity participant ) bind Certificate of Receipt of Capital Contribution and scanned copy of your bank statement.
参 Meeting minutes
You need to determine following matters and specify in meeting minutes.
１ Specific address of head office.
You do not have to specify room number of your head office in articles of incorporation.
So, in that case, you need to determine specific address of head office of your company and specify in minutes.
２ The amount of contribution and stated capital ( Shihon kin = 資本金 ) and capital reserves ( Shihon junbi kin = 資本準備金 ).
You can sum up the amount not exceeding half of the amount of the contribution as capital reserves.
If you contribute 20 million yen, you can sum up at most 10 million yen as capital reserves.
Here, I will explain about registration tax for filing registration of incorporation of Limited Liability Company.
Assumed you contribute 20 million yen to incorporate a company. Registration tax is calculated by the amount of the stated capital amount and its tax rate is 0.7% of stated capital amount.
So, the amount of registration tax is as below.
１ When you sum up 20 million yen as stated capital, 20 million yen × 0.7% = 140,000 yen.
2 When you sum up 10 million yen as stated capital and sum up 10 million yen as capital reserves, the amount of registration tax is 10 million × 0.7% = 70,000 yen.
Even if the amount of stated capital amount is 100 yen, the amount of registration tax is 60,000 yen.
Because, the minimum amount of registration tax for incorporating of Limited Liability Company is 60,000 yen.
四 Power of Attorney
When you order me to file registration of incorporation of a company, representative member of your company needs to affix corporate seal on power of attorney. As for this document, I can make in in English language.
五 Corporate seal
You need to prepare corporate seal and affix on following papers. In your company, it may not be easy to prepare suitable seal. In that case, I can purchase corporate seal on your behalf.
It will cost around 3,000 yen per a representative member.
六 Certificate of signature
六 Certificate of signature
Representative member has to prepare certificate of signature. If a member Nancy is managing member but not a representative member, she is not required to prepare certificate of signature. Assumed a Representative member is Yemen living in Malaysia. She goes to Yemen embassy in Malaysia and acquire certificate of signature. This certificate should prove her formal name, address, birth date, signature.
Assumed a Representative member is Yemen person living in Republic of Yemen, she can go to embassy of Republic of Yemen, or Notary public office who can issue this certificate.
You need to submit original document to legal affairs bureau.
There are sample of certificate of signature.
Incorporation of a company in Japan and non resident of Japan
|If a representative member is resident in Japan ( if she can obtain certificate of her legal address in Japan ), she does not need to obtain certificate of signature.
But, she can provide Inkan shomei ( 印鑑証明書 ).