Japan Market

Registration of establishment of a branch office
A branch office may begin business operations after registering its establishment with the Legal Affairs Bureau; branch offices of foreign companies must register in accordance with the registration requirements for Japanese corporations of most similar form to that of the foreign company. In order to select the most similar form of Japanese corporations and to determine the information to be registered, reference should be made to the foreign company's articles of incorporation, establishment certificate, registration certificate, and other such documentation. Once the details of the branch office to be registered—the address of the branch office, the representative in Japan, the date of establishment of the branch office and the disclosure method for balance sheets—are determined, the information that must be registered can be ascertained.

Document(s) certifying the information to be registered must be submitted when applying for registration of the establishment of a branch office, and the certified document(s) must be issued by the competent authorities in the home country of the foreign company. It is often convenient to use an "affidavit" on information for registration certified by that country's embassy/consulate in Japan 1).

General flow of procedures for establishing a branch office

1. Determination of branch office information to be registered

2. Examination at the Legal Affairs Bureau of similar corporate names

3. Establishment of branch office (date of branch office establishment is at the branch office's discretion)

4. Preparation of affidavit on establishment of branch office

5. Certification of affidavit by embassy/consulate in Japan 1)

6. Application to the Legal Affairs Bureau for registration of branch office establishment; registration of company seal with the Legal Affairs Bureau

7. Acquisition of certificate on registered information and company seal registration certificate(approx. two weeks after application for registration)

8. Opening of bank account under branch office name

9. Notification of branch office establishment to the Bank of Japan
(notification prior to branch office establishment may be required in certain sectors)

 

(Note) Time required: about one month after determination of branch office information to be registered
1) If your embassy does not provide notary services, certification by a public notary in your home country is required.

 

Registration of establishment of a subsidiary company
Subsidiary companies are established through registration with the Legal Affairs Bureau. The application date for registration will also be the date of establishment, and the company may carry out business operations from that date. Some of the documents needed for the subsidiary establishment procedures should be prepared in the home country of the foreign company: document(s) certifying the profile of the foreign company, document(s) certifying the representative authority of the foreign company's representative and document(s) certifying the authenticity of the signature of the foreign company's representative.

The foreign company's articles of incorporation, establishment certificate, registration certificate and other official documents as well as an affidavit notarized by a notary public in the home country of the foreign company are ordinarily used. These documents will be required in completing the procedures for certifying the subsidiary company's articles of incorporation in Japan. These documents may also be needed when requesting a financial institution in Japan to take custody of the subsidiary's capital and issue a capital custody certificate. The capital custody certificate is a certificate issued by a financial institution when the full amount of the subsidiary's capital has been remitted to a special account specified by the financial institution asked to take custody. The certified articles of incorporation and the capital custody certificate will both be needed when applying for registration of company establishment.

General flow of procedures for establishing a Kabushiki-Kaisha (joint-stock corporation)

1. Determination of profile of joint-stock corporation to be established 1)

2. Examination at the Legal Affairs Bureau of similar corporate names

3. Preparation of joint-stock corporation's articles of incorporation

4. Acquisition of registration certificates, etc. for parent company, and preparation of affidavits regarding profile of parent company and affidavits regarding signatures of representatives of parent company (affidavits must be attested by a public notary in equity participants' own countries) 2)

5. Notarization of joint-stock corporation's articles of incorporation by Japanese notary public

6. Application to bank for capital custody and issue of capital custody certificate 3)

7. Remittance of joint-stock corporation capital to special bank account

8. Appointment of directors and other officers, such as representative directors and auditors

9. Examination by directors and auditors of legality of establishment procedures

10. Application to the Legal Affairs Bureau for registration of joint-stock corporation establishment (joint-stock corporation establishment date); registration of company seal with the Legal Affairs Bureau

11. Acquisition of certificate on registered information and company seal registration certificate(approx. two weeks after application for registration)

12. Opening of bank account under company name

13. Notification of stock acquisition to the Bank of Japan
(notification prior to company establishment may be required in certain sectors)

 

(Note) Time required: about two months after determination of profile of company to be established

1) This profile should contain information including the following: trade name, location of head office, business objectives, business year, amount of capital, issue price of shares, existence of provisions restricting transfer of shares, existence of board of directors, names of directors and representative directors, terms of directors, names of equity participants, and values of their investments.

2) If an individual or corporation with an address in Japan is the promoter of a joint-stock corporation and a foreign enterprise is the underwriter of shares in that corporation when it is established (such a situation is called a "formation with outside offering," or Boshû Setsuritsu), affidavits regarding the parent companies may not be required.

While in this case shares issued when the joint-stock corporation is established are shared by the promoter and foreign enterprise, the joint-stock corporation may be made a 100% subsidiary of the foreign enterprise by subsequently transferring the shares held by the promoter.

3) If a joint-stock corporation is incorporated with the joint equity participation of an individual or corporation with a bank account in Japan, it may not be necessary to apply to a bank for capital custody and issuance of a capital custody certificate. In this case, it is sufficient for the capital to be paid into the joint equity participant’s bank account in Japan, and for documentary evidence to be submitted by the representative director of the joint-stock corporation in place of a bank-issued capital custody certificate in order to certify that payment of the full amount of capital has been received.

General flow of procedures for establishing a Godo-Kaisha (LLC)

1. Determination of profile of Godo Kaisha to be established 1)

2. Examination at the Legal Affairs Bureau of similar corporate names

3. Acquisition of certification regarding equity participants (in equity participants' own countries):
Acquisition of registration certificates, etc. for companies that will become equity participants, and preparation of affidavits regarding profiles of companies that will become equity participants and affidavits regarding signatures of representatives of companies that will become equity participants (affidavits must be attested by a public notary in equity participants' own countries)

4. Acquisition of certification regarding equity participants (in Japan):
Acquisition of registration certificates for companies that will become equity participants
Acquisition of seal certificates for individuals/companies that will become equity participants

5. Preparation of Godo Kaisha's articles of incorporation

6. Payment by members of investment stipulated in articles of incorporation

7. Application to the Legal Affairs Bureau for registration of establishment of Godo Kaisha (Godo Kaisha establishment date), registration of company seal with the Legal Affairs Bureau

8. Acquisition of certificate of registered information and company seal registration certificate (approx. two weeks after application for registration)

9. Opening of bank account under company name

10. Notification of stock acquisition to the Bank of Japan (notification prior to company establishment may be required in certain sectors)

 

(Note) Time required: about one month after determination of profile of company to be established
1) This profile should contain information including the following: trade name, location of head office, business objectives, business year, amount of capital, names of members (equity participants) and values of their subscriptions, names of representative members, and names of executive officers (representative members in the case of a corporation).

Registration of establishment of limited liability partnership
A limited liability partnership is formed when two or more individuals or corporations conclude a limited liability partnership agreement, pay the investment specified in the agreement, and register the entity thus established. As the law does not describe in detail how LLPs should operate, unlike in the case of joint-stock corporations, details are laid down in LLP agreements. Accordingly, finalizing the content of the LLP agreement is the most important stage in the process of establishment of an LLP. Furthermore, as a partnership must be established in partnership with an individual resident in Japan or a Japanese corporation, several documents need to be prepared in both Japan and the country of the foreign party.

General flow of procedures for establishing a limited liability partnership

1. Determination of profile of LLP 1)

2. Examination at the Legal Affairs Bureau of similar corporate names

3. Acquisition of certification regarding partners (in partners' own countries):
Acquisition of registration certificates, etc. of companies that will become partners, and preparation of affidavits regarding profiles of companies that will become partners and affidavits regarding signatures of representatives of companies that will become partners (affidavits must be attested by a public notary in partners' own countries)

4. Acquisition of certification regarding partners (in Japan):
Acquisition of registration certificates of companies that will become partners
Acquisition of seal certificates of individuals/companies that will become partners

5. Conclusion of limited liability partnership agreement

6. Payment by partners of investments specified in agreement

7. Application to the Legal Affairs Bureau for registration of LLP, registration of partnership seal with the Legal Affairs Bureau

8. Acquisition of certificate of registered information and partnership seal registration certificate (about two weeks after application for registration)

9. Opening of bank account under partnership name