How to incorporate a Godo kaisha ( limited liability company ) in Japan
In Japan, Company can be formed by the registration of the incorporation at the location of its head office.
When you incorporate a company in Japan, you need to determine address of your company.
You may be able to find virtual office.
However, 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.
If your company can receive letter from bank at her address, it may be beneficial to open bank account by company name.
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.
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.
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.
(3) 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.
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.
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 is available.
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.
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. If you try to incorporate LLC by yourself, you will not be able to make electronic articles of incorporation. So, you can not save this 40,000 yen)
Next, I will explain other necessary documents.
1) 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.
2) 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.
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.
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.
3) Meeting minutes
You need to determine following matters and specify in meeting minutes.
２ The amount of contribution and stated capital ( Shihon kin = 資本金 ) and capital surplus ( Shihon Jouyokin ).
You can sum up a part of the amount of the contribution as capital surplus.
(In the case of Joint stock company, you can not take this option)
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.
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.
4) 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.
5) Corporate seal
6) 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.
You need to submit original document to legal affairs bureau.
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.
In the case of Joint stock company, original shareholder of company needs to prepare certificate of signature or Inkan shomeisho.
However in the case of LLC, it is not required.
And you can prepare other necessary documents. In any cases, as far as you hire me for this process, you do not need to use Japanese language.
(updated in September 2018)