Search

Branch office of foreign company ( setting up and closing )

1) In the case foreign company operates business ( Activity that produces earnings ) in Japan, it needs to appoint a representative person ( 日本における代表者 = Nihon ni okeru daihyo sha ) in Japan and set up branch office ( Shiten ) and register it with legal affairs bureau ( Homukyoku ). .
In the case you set up representative office ( Chuzai in jimusho = 駐在員事務所 ), foreign company cannot operate business, but collecting information, market research etc..
You can set up a company without resident in Japan. 
However, a representative person of foreign company in Japan should have legal address in Japan.

2)Necessary documents to set up Branch office and appoint a representative person in Japan of foreign company.

2-1  Articles of incorporation of the foreign company and its translation.
( As for translation, I can make it, as far as it is written in English. )
2-2 Certified copy of commercial register of foreign company and its translation = Certificate of incorporation.

2-3  Certificate of her registered seal.
( Inkan shomei sho )

2-4  Application paper to register company seal in Japan.
2-5  Company seal to be registered with legal affairs bureau.
( I can prepare it on your behalf within 3000 yen. )
2-6  Affidavit and its translation ( If you can not prepare 1 or 2 above )
2-7 Power of attorney for judicial scrivener in Japan.

3 OUTLINE OF PROCESS
3-1  The foreign company send me articles of incorporation and certificate of commercial register ( Document that can indicate details of company ).  

3-2  I will make draft of affidavit

3-3  The representative person goes to embassy in Japan or notary public office or public institution  in its home country and make affidavit.

3-4   I will make other necessary documents and file registration of establishment of setting up a branch office in Japan and appointment of representative person in Japan.

3-5  It will take 2 or 3 weeks to complete registration process after officer of legal affairs bureau has accepted application for registration.


3-6  I will acquire certified copy of commercial register and certificate of company seal.

4  In order to file registration of setting up a branch office and appointment of representative person  in Japan, you need to prepare certificate that can indicate items below.

4-1  Existence of the company in foreign country.

.
4-2  Documents that clarify type of legal entity.

( Foreign company needs to clarify whether the legal entity is stock company or limited liability company etc. )
.
4-3  Document that certifies authority of representative person in Japan.
.
4-4  Document that clarifies the method of public notice.

.
4-5  In affidavit, these contents of 1  ~ 4 should be  included .
.
If these 1 ~ 4 items are certified in affidavit, documents of these 1 ~ 4 is not required.

.

5 Representative person in home country needs to go to notary public office or public institution  in home country.

.
In the case there is employee in home country, if he can acquire power of attorney from representative director in home country, he can go to notary public office or public institution and make a affidavit.
.
However in the case of China, notary public does not accept affidavit made by person other than representative director in home country.

Necessary cost to establish branch office and appoint representative person in Japan.

Judicial scrivener’s fee : About 150,000 yen.
Registration tax : 90,000 yen
Certified copy of commercial register ( 1 copy ) 600 yen
Certificate of corporate seal impression : ( 1 copy ) 450 yen.
( If you want to acquire it. )
Certificate of corporate seal impression : ( 1 copy ) 450 yen.
( If you want to acquire it. )

In the case there is a change in mother company ( company in home country ) or branch office, the company needs to file registration of changes.
.
.
6  Necessary documents to file registration of changes.
.
6-1  Affidavit that indicate content of changes and translation.
( Process to make affidavit is as same as setting up a branch office and appointment of representative person in Japan )

.
6-2  Power of attorney for  judicial scrivener.
.
7  Assumed that foreign company ( Z corporation ) has changed name of company.
.
In that case mother company makes minutes of general meeting of shareholders concerning change of its trade name and make affidavit. Mother company can send the document to me.
.
8  Necessary cost to file registration of changes.
.
Judicial scrivener’ fee : about 75600 yen.
.
Registration tax : 9000 yen.
.
Certified copy of commercial register : 600 yen..

Close of branch office and retirement of representative person in Japan

.
9-1  In the case foreign company closes branch office in Japan, it needs to determine retirement of all representative persons in Japan and close of branch.
9-2  The company submits organization who issues official gazette to publish notification of retirement of all representative persons and close of branch in Japan. Duration of public notice should be more than one month.
So, the branch office cannot close within this period.
9-3  The company make notification to its known creditors of retirement of all representative person and close of branch in Japan. Duration of notification to its known creditors should be more than one month.
So, the branch office cannot close within this period.

In the case this branch office has borrow 1 million yen from a person or company, this person or company is included in ” known creditor  “.
.
9-5  Representative person in Japan or home country makes affidavit that include matters above.
.
For example,
.
” Z corporation has determined that it should close branch office in Japan and retirement of representative persons in Japan as of July 1st, 2017. “
.
If there is a creditor who demand repay of credit, the company  needs to repay debt to the creditor.

.
9-6  The company can file registration of closing and retirement of representative person in Japan.

.
Necessary cost to close branch office in Japan.

Judicial scrivener fee : 162,000 yen
Fee for making pubic notice in official gazette ( Kanpou )  : About  50,000 yen
Registration tax : 9,000 yen
Certified copy of commercial register : 600 yen

.
Necessary documents to file registration of closing of branch office and retirement of representative person in Japan.
.
10-1  Affidavit that clarifies retirement of representative person in Japan and its translation.
.
10-2  Official gazette that publishes retirement of representative persons in Japan.
.
” Notification of retirement of all representative persons in Japan
.
Our all of representative person Nancy Thomas shall retire from her office. If there is a creditor who has intention to make objection to this retirement, please let us know within one month from this notification.
.
20th, June, 2016         1-1-1, Kachidoki, Chuo-ku, Tokyo, Japan.   Tokyo corporation   Nancy Thomas “
.
.
3  Written document that declare there is not creditor who has made objection.

.
( Representative person affixes registered corporate seal on it )

.
Once representative person in Japan is appointed, effect of her act belongs to mother company.
.

【Status of residence of representative person in Japan 】
.
In the case mother company ( head office ) appoint representative person in Japan and dispatch her to branch in Japan, her status of residence will be ” intra company transferee “.
.
However in order to obtain this status of residence of intra-company transferee,  she needs to have worked in the company for more than one year.
.
So, in the case mother company recruits new comer and dispatches her to Japan, she needs to satisfy requirements to obtain status of residence of Specialist in Humanities/International Services” .
.
In the case scale of branch office in Japan has suitable one and representative person in Japan has specific authority and regarded as management of business, she may be able to obtain status of residence of business manager.
.
.
In the case a representative person in Japan is foreign national and needs to obtain status of residence in Japan, the branch office should have enough substance to operate its business.
.
The office space should have enough facility to operate business continuously.
.
So, foreign company can establish branch office and appoint representative person by renting shared office.
.
However in that case she is not able to obtain status of residence in Japan with such virtual office.

Opening bank account with company name
.
If the company has registered establishment of branch and representative person in Japan and its business has substance in Japan, there is a possibility that the company can open bank account in Japan.
.
.
.
Necessary process after establishment of branch office in Japan.

Depending on situation, representative person in Japan needs to submit following application below.
.
1  Declaration of establishment of branch office in Japan
.
To bank of Japan.
.
2  Notification of establishment of branch office
.
To tax office
.
3  Notification of establishment of branch office
.
To prefectural tax office
.
( In the case of Tokyo 23 ward, To Tokyo metropolitan tax office )
.linkedin2016,7,6

error: Content is protected !!