Japan — Business: Company Formation

Key facts

• A subsidiary can be a joint-stock corporation (Kabushiki Kaisha) or a limited liability company (Godo Kaisha); a branch office is the other route.
• For a KK the steps run from checking the name at the Legal Affairs Bureau to notarising the articles, remitting capital and registering; JETRO gives about two months after the company profile is decided.
• A GK is quicker, about one month after the company profile is decided.
• Where a foreign enterprise is a direct shareholder, parent-company affidavits must be attested by a notary in the shareholders home country.
• A signature certificate may be needed if a foreign national living overseas is to be a director or representative.
• The residency requirement for a KK representative director or GK representative member no longer applies (from 16 March 2015).
• Registration is usually processed within three business days; fully online applications meeting set conditions are processed within 24 hours.
• Procedures are conducted in Japanese, so founders often use an attorney or judicial scrivener.

Steps

1. Choose entity type — KK for market credibility/equity fundraising, GK for cost and simplicity.
2. Draft Japanese-language articles of incorporation — Company name must end in 'Kabushiki Kaisha' or 'Godo Kaisha'.
3. Notarize (KK only) — GK skips this step, shortening the timeline.
4. Register at the Legal Affairs Bureau — Pay registration tax; requires a registered Japan office address.

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