Japanese Company Registration

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Service Description

I. Advantages of incorporating a company in Japan
Japan is an island nation in East Asia. It is located in the Pacific Ocean, bordered by the Sea of Japan, China, Korea, Korea and Russia to the east, the Sea of Okhotsk to the north, and the East China Sea and Taiwan to the south.

The state is located on the Japanese archipelago and consists of 6,852 islands. The four largest islands, Honshu, Hokkaido, Kyushu and Shikoku, account for 97% of the total area of the archipelago. Most of the islands are mountainous, and many of them are volcanic, with Mount Fuji being the highest peak in Japan. Japan’s population is over 127 million, the tenth largest in the world. Greater Tokyo, which includes the capital city (Tokyo) and several nearby prefectures, has a population of more than 30 million and is the world’s largest urban agglomeration.

 

With the change of Japan’s economic environment, the change of the high-cost system, and the all-round reform of the regulations system, more and more foreign enterprises are investing in Japan, incorporating companies, and taking root in Japan for business activities, Japanese company registration mainly has the following advantages: 1:
 1. Japanese company name choice is relatively free, Japanese companies are basically not subject to any restrictions, regardless of the size of the registered capital, as long as the words are not restricted by the Japanese government. The Japanese government allows the company name to contain words such as international, group, holding, industrial, investment, institute, association, center, research institute, etc., but you must have a specific operation and operation.

2. In principle, there are no major restrictions on the scope of business of Japanese companies, and any industry within the legal scope can apply for registration. For example: finance and investment, health care, shipping and transportation, import and export trade, real estate, construction, decoration, information network, clothing and textile, tourism, culture and publishing, etc. Some companies that are relatively difficult to register in Japan can be registered in Japan.
 3.  Japanese company registration Capital is not limited Registration of Japanese companies In some cases, the capital can be transferred to Japan directly, and you can apply for registration in Japan no matter how much capital you have. Registered company In Japan, you can apply for a registered company regardless of the amount of capital you have (from 1 yen, of course, in a certain sense, the size of the company’s capital determines the strength, scale and reputation of the company).

4. Japan allows the existence of shell companies, allowing companies to have no business and not to operate.
 
 If the company has been operating in Japan for more than 5 years and the person has been residing in Japan for more than 5 years, he/she can apply for a Japanese citizenship and a Japanese permanent visa for more than 10 years.
 It is easier to open up the Japanese market by registering a company in Japan. Japan has a well-developed economy, good infrastructure and a sound legal system, which provides a unique business environment for entrepreneurs and businessmen. Typical examples are Alibaba, Yahoo, Baidu are registered companies in Japan, and actively develop the Japanese market.
 Japanese companies have a certain brand image (especially in some electronic industries) and have an advantage in creating brands and competing for domestic and foreign markets. A typical example is the UPPER monitor, an American Chinese manufacturer of computer monitors in a Japanese factory, from 1990, after eight years, finally in the U.S. computer monitor market, the UPPER brand has made the first market position.

B. Types and requirements for incorporation of Japanese companies
When a foreign company starts its business activities in Japan, it will generally consider: ① incorporation of a Japanese subsidiary (joint stock company or limited liability company) ② incorporation of a Japanese branch ③ incorporation of a Japanese office. The following is a description of the requirements for incorporation according to the different types of companies in Japan:

1.Company Limited

● Basic structure

①. At least one owner (shareholder) and one representative director (representative director) shall constitute the Board.

②. If there are three or more proxies (directors), the customer can choose whether to establish a board of directors. The establishment of a board of directors requires the appointment of at least one inspector (supervisor). There is no nationality restriction for either the director or the supervisor.

③. The owner (shareholder) may be a natural person or a corporate body. A director must be a natural person, and a natural person owner (shareholder) may also serve as a director.

④. The proposed club must have a business (registered) address in Japan and provide a lease agreement (if the Firm provides a registered address, this item is not required).

⑤. However, since the amount of capital will affect the creditworthiness of the company and the success rate of opening a bank account, it is recommended to set the registered capital at 5 million yen or more.

Information required for registration

①. Please provide two to three Japanese names and their corresponding English names for the proposed name of the company.

②. Photocopy of a valid personal passport (for non-Japanese residents) of the owner (shareholder) and the director (director), a documentary proof of address (such as a utility bill, telephone bill, or bank statement) for the last three months, and an original personal signature/stamped certificate, which must be certified by a notary public in their location or issued by an official authority.

③. If the owner (shareholder) is a corporation, please provide a notarized copy of the certificate of incorporation and sworn statement of the corporation, which must be certified by a notary public in its location.

④. Business address and lease agreement (if you use our registered address service, you do not need to pay attention to this).

⑤. Amount of registered capital and number of shares

6. Scope of business (main business), including the location of customers and suppliers, products to be sold or services to be provided, etc.

(7). The accounting year-end date.

The file obtained after the registration is completed

Upon incorporation of the company, we will transfer the following documents to you for the purpose of proving the completion of the incorporation process and for you to commence business activities in the name of the company:

①. A copy of the registration book of Japan Inc.

②. A stamp card and a stamp certificate from Japan Inc.

③. The Articles of Incorporation of Japan Inc. with an electronic record

④. A copy of the register of shareholders of Japan Inc.

⑤. Notice of commencement of business of Japan Inc. and tax-related applications (one copy each of the notice of establishment of a wage payment office, application for recognition of blue return, application for special permission to pay income tax by withholding, and two copies of the notice of establishment of a corporation)

(6). Report on Foreign Direct Investment in Japan by Japan Inc.

(7). Ltd. consists of one physical seal (i.e. personal seal of the director), one corner seal (i.e. company seal for payment requests and invoices) and one bank seal on behalf of the director.

 

2. Contract Club Limited Liability Company

● Basic structure

①. At least one contributor and one representative member (individual), with no nationality restrictions on either the contributor or the representative member.

②. The contributor can be a natural person or a corporate body, and the representative member can be a natural person or a corporate body (if the representative member is a corporate body, a business executive must be selected).

③. The proposed Japanese contract club must have a business (registered) address in Japan and provide a lease agreement (this item is not necessary if the Firm provides a registered address).

④. However, since the amount of capital required will affect the creditworthiness of the company and the success rate of opening a bank account, it is recommended that the registered capital be set at 1 million yen or more. If you need to apply for a management visa, the capital is at least 5 million yen.

Information required for registration

①. Please provide two to three names in English or Japanese for the proposed contract club name.

②. A copy of the passport (non-Japanese resident) and proof of address (e.g. utility bill, telephone bill or bank statement) of the member of the Japanese contract association. The above-mentioned personal identification documents of the contributor must be notarized by a notary public in the contributor’s location, and if the contributor is a corporate body, the documents required to prove the continuity of the investment company must also be notarized by a notary public in the place of incorporation.

③. A copy of the original passport and personal signature certificate (for non-Japanese residents) of the person who is the representative member (individual) of the JCC, as well as a copy of the last three months’ address proof (e.g. utility bill, telephone bill or bank statement). If the representative member is a resident of Japan, he/she must provide his/her personal seal and seal certificate.

④. The registered address and lease agreement of the Japanese contract club (if you use the registered address service provided by us, you do not need to pay attention to this item).

⑤. The registered capital of the Japan Contract Association

(6). The scope of business (main business operations) of the JCC, including the location of customers and suppliers, products to be sold or services to be provided, etc.

 

The file obtained after the registration is completed

After the incorporation of the company, we will transfer the following documents to the client to prove that the company has completed the registration process so that the client can start to conduct business activities under the name of the company.

①. A copy of the registration book of the Japan Contract Association

②. A seal of the representative member of the Japan Contract Association

③. One corporate seal and one bank seal of the Japan Contract Association

④. A certificate of the corporate seal of the Japan Contract Association

⑤. A copy of the Articles of Incorporation of the Japan Contract Association

(6). A copy of the notice of commencement of business from the Japan Contract Association

 

3.Established Japanese branch

● Basic structure

①. At least one representative with a Japanese residence address, who may be a Japanese national or a foreign national legally residing in Japan who has obtained Japanese residency status.

②. The proposed Japan branch must have a business (registered) address in Japan and provide a lease agreement (this is not necessary if the Firm provides a registered address).

③. The capital is not required to be remitted when the Japanese Branch is registered. Since the Japanese branch is considered to be part of the foreign head office, the capital of the Japanese branch is the same as that of the foreign head office.

Information required for registration

①. The articles of incorporation, certificate of establishment or certificate of registration of the foreign head office, etc. The aforementioned information of the foreign head office must be translated into Japanese and notarized at the notary public’s office where the foreign head office is registered.

②. A copy of the passport of the representative director of the foreign head office (if the representative director is a resident of mainland China, a copy of his or her identity card is also required).

③. A copy of the passport and seal certificate of the Japanese resident representative of the Japanese branch (if the representative of the Japanese branch is a Japanese resident and a foreign resident, the foreign resident representative must provide a copy of his or her passport and a personal signature certificate, which will be notarized at the notary public’s office where the foreign representative resides).

④. The registered address and lease agreement of the branch office in Japan (if you use our registered address service, you do not need to pay attention to this item).

The file obtained after the registration is completed

After the establishment of the Japan branch, we will transfer the following documents to the client to prove that the registration of the Japan branch has been completed and to facilitate the client’s business activities in the name of the Japan branch:

①. A copy of the registration book of the Japanese branch

②. The representative of Japanese branch store, Indo one

③. One company seal and one bank seal of the Japan branch

④. A certificate of the corporate seal of the Japan branch

⑤. A copy of the Articles of Incorporation of the Japan Branch

(6). A copy of the notice of opening of the Japanese branch

3、Japanese company registration process and time (for example, the company will be a company limited by shares)
Generally speaking, it takes about 4 to 5 weeks (excluding bank account opening time) to complete all the steps related to the establishment of a corporate association, and the specific time required to complete the registration is subject to the examination time of the Japan Legal Affairs Bureau. The following is an explanation:

Steps Establishment procedure of the company Working days (expected)
1 The customer will provide the necessary documents for registration to our company by email, fax or mail, and the customer will pay our service fee at that time. Customer Schedule
2 Our company conducts inquiries and pre-approves the names of proposed clubs. 1-2
3 We arrange to rent a Japanese address (virtual office or physical office) and notify the real estate agent to prepare a lease agreement (if you appoint us to rent a Japanese virtual office or physical office) 5-8
4 We assist in the preparation of the Articles of Incorporation and the application for registration for the client’s signature 10-15
5 Notarization of sworn statements by the client at the notary public’s office of the investor’s location Customer Schedule
6 The client will send the duly signed registration application together with the notarized document to our office. Customer Schedule
7 We arrange the production company to print the authentication 2
8 The Articles of Incorporation of our company are certified by a notary public in Japan. 4-5
9 The investor will remit the investment funds to a personal Japanese bank account in the name of the capital receipt agent and provide us with proof of the remittance receipt, account passbook and deposit records for verification. Customer Schedule
10 We will submit the application for registration to the Japan Legal Affairs Bureau for registration. 12-14
11 Notification from the Japanese Legal Affairs Bureau to collect a copy of the registration certificate and the seal certificate 2-3
12 We arrange for the submission of the Notice of Commencement of Business and tax-related documents to the tax offices under our jurisdiction, and the submission of the Report on Direct Investment in Japan by Foreign Investors to the Ministry of Finance (via the Bank of Japan International Bureau), and the submission of a copy of the Articles of Incorporation and a copy of the Register of Associations to each organization. 5-7
13 If you use our Capital Receiving Agent service, we will arrange for the return of the capital to the bank account designated by the customer. 1-2 weeks
14 Production of company formation packages and other company registration related documents. 2-3
15 We arrange to mail the company registration documents to the address specified by the customer, or the customer can pick up the documents in person at any of our offices. 1

 

D. Fees for registering a Japanese company
Japanese company establishment fees include the following:
 1. Establishment fees (official fees, notary fees for articles of incorporation, postage and transportation fees, document production fees, translation fees, agency fees)
 2、Advancement fee of registered capital, account opening fee and dormancy handling fee of tax department
 3、Address usage fee
 Maintenance fees after registration of a Japanese company:
 1、Address renewal fee;
 2、Submission of zero returns to the tax office (including: beginning of year returns, fixed asset returns, year-end final accounts);
 3. Correspondence with Japanese administrative agencies such as the Labor Standards Bureau, and sending and receiving correspondence.
 If a Japanese company operates off-shore, it does not need to pay tax, but still needs to file a return. If you do not understand the details of tax filing for Japanese companies, it is recommended that you hire a professional company to be responsible for tax filing, so as to prevent the risk of omission and misstatement.

1、What are the ways for foreigners to set up a company in Japan?

Establishment of a subsidiary company in Japan; establishment of a branch office; establishment of a resident office.

If you don't need a management visa, you only need 1 yen, and you don't need to hire anyone.
If you need an operating management visa (the choice of most people), you will need at least 5 million yen in start-up capital. You also need to have a sponsor in Japan to set up the company with you.

It is not necessary to hire employees to establish a company or a subsidiary in Japan.
If the investment amount is 5 million yen or more, there is no need to hire any employees. Generally speaking, when establishing a corporate representative, at least one of the company's representatives must be a local employee. Therefore, if you invite a Japanese person or a person with medium to long term residency in Japan to be your co-representative, you can relieve the local representative of his or her duties once the applicant has obtained residency in Japan.

There is no requirement to apply for a public account after the company is established. To facilitate the company's external business, you can apply to various banks to open a corporate account after the company is established. The requirements for a corporate account (public account) vary from bank to bank or bank branch to branch, but at least the business license (transcript) of the registered company is required. In addition, if the president (representative director) of the company is a "non-resident", it is advisable to check in advance at the relevant bank whether the application for a public account can be accepted.