JETRO Investing in Japan
Laws & Regulations on Setting Up Business in Japan
Samples of forms businesses are required to submit to authorities 1-3g

(In the case of setting up a business office for the first time)[Space for affixing receipt number slip]

APPLICATION FOR REGISTRATION OF THE ESTABLISHMENT
OF A BUSINESS OFFICE OF A FOREIGN COMPANY
1.

Corporate name: _____

1.

Head office: ___________________________________________

1.

Place of business office: ___________________________________________

1.

Reason for registration: Establishment of business office1.

Date of receipt of notice relating to establishment of business office concerned: ___________, 20XX

1.

Matters to be registered: as attached CD-R
Submit the CD-R that records registration matters together with the application.
Instead of CD-R, the registration matters can be submitted by the Internet beforehand. If theregistration matters are submitted by the Internet beforehand, the application can be easily
prepared by utilizing the information that was prepared when submitting the registration matters,
and the progress can be confirmed by the Internet. For more information, please refer to "onsubmission of registration matters using the online application system for registration and deposit"(http://www.moj.go.jp/MINJI/minji06_00051.html).

1.

Registration tax: 90,000 yen(Note) 90,000 yen per one location. These amounts shall be paid in the form of arevenue stamp or receipt. (Attach them to a revenue stamp sheet)

1. Attached documents
The certificate sufficiently verifying the existence of the head office: one (1)(Note) Attach the written instruments (such as the articles of incorporation andcertificates of the home country's superior authority of the foreign company)that certify that your head office is at the location stated in this application.

Certificate of the authority of the representative in Japan: one (1)(Note) Attach the written instruments (commission or agreements, affidavit of theperson who represents the foreign company, etc.) that certify that the abovementioned representative of a foreign company in Japan was elected lawfully.

Articles of incorporation or written instruments that sufficiently show the identity of such foreigncompany: ________(Note) If the articles of incorporation cannot sufficiently show the identity and type ofcompany, attachment of a "statement of operational procedures" etc. of such foreigncompany is required.

JETRO Investing in Japan
Laws & Regulations on Setting Up Business in Japan
Samples of forms businesses are required to submit to authorities 1-3g

The written instrument certifying the rule of the method of public notice: ________(Note) If there is no rule concerning the method of public notice, placement in theofficial gazette will be deemed to have been registered and it is not necessary toattach such attached documents.

Japanese translations of the above documents: ________
Power of Attorney: ________* This is necessary only if an application has been delegated to an attorney-in-fact.

(Note) 1. The Power of Attorney, Japanese translations and above-mentioned articles of incorporation otherthan the certificate of the home country's superior authority of the foreign company, commission
or agreements or other documents shall be authorized by the home countryʼs superior authorityof the foreign company or by a consul and other authorities with jurisdiction in Japan.
(Attachment of the affidavit in which the representative of Japan verifies the above-mentioned
matters and authorization has been granted by the home country's consul etc. and its translated
version is an acceptable practice).
(Note) 2. If a foreign company that has established a business office in Japan establishes additional
business offices in Japan, and you attach the certificate of registered information issued by thejurisdictional administration office in which your old business office is already registered and inwhich the establishment of the new business office has also been stated, it is not necessary toattach the above-mentioned documents other than the Power of Attorney. The attachment of thecertificate of registered information may also be omitted by stating the corporate registration
number of such company in the application. In this case, fill out the application as follows:
The omission of attachment of a certificate of registered information(Corporate registration number: 1111-11-111111)

As described above, we hereby apply for registration.
________, ____, ____(m/d/y)
Joint seal
This must be filled
out if the attorney-infact submits anapplication. In thiscase, it is notnecessary to affix theseal impression of
the representative inJapan.

Address: ________*1
Applicant: ____ (Corporate name) *2
Address: ________*3
Representative in Japan: Taro Homu [seal]
Address: ________ *4
Attorney-in-fact of above-mentioned person:
Saburo Homu [seal]
To: XX branch office (local office) of the XX
Legal Affairs Bureau
Contact telephone number:____一________一________(Note) Submit an application to the jurisdictional administration
office at the location where the new business office is established.

Fill out *1-4, respectively*1→Head office*2→Corporate name
*3→Address of representative in Japan*4→Address of attorney-in-fact
As for the seal impression of therepresentative in Japan, use theseal-impression registered at anappropriate administrative office bythe "registration form of sealimpression". Such registration formof the seal-impression must beattached with the certificate of theseal-impression issued within 3months by the mayor of the relevant
municipality (If such representative
is a foreigner, the certificate of thesignature authorized by a consul of
his/her country is acceptable). Suchregistration form of seal-impression
can be obtained at the nearest
administrative office for free, or by
downloading it from the website ofthe Ministry of Justice.
http://www.moj.go.jp/ONLINE/COM
MERCE/11-2.html

JETRO Investing in Japan
Laws & Regulations on Setting Up Business in Japan
Samples of forms businesses are required to submit to authorities 1-3g

Revenue stamp sheetRevenue
Stamp(Note) Do not affix a tally impression

Joint seal

登記(Note) When the application for registration (including a revenue stamp sheet) exceeds more than
one page, affix a joint seal where the two pages overlap.
The same seal impression must be used on the application for registration (the seal impression
submitted to the Regional Legal Affairs Bureau by the representative director or his attorneyin-factʼs seal impression).

JETRO Investing in Japan
Laws & Regulations on Setting Up Business in Japan
Samples of forms businesses are required to submit to authorities 1-3g

Input example in the case of submitting an electronic or magnetic record medium recording
registration matters
Corporate name: ____
Head office: ________
Method of public notice: Publication in official gazette.
(Public notice pursuant to the applicable law)
The public notice pursuant to the applicable laws shall be performed by placing such notice in the ○○○・Postissued at __.
Application law on incorporation of the company: Companies Act at __Date of incorporation:____, ____, ________(m/d/y).
Objective:
1 Production and distribution of ○○2 Buying and selling of ○○3 All businesses contingent to the preceding items
Total number of authorized shares: ____ shares
Total number of issued shares: ____ shares
Amount of stated capital: ____ U.S. dollars[Matters relating to officers]
As the representative of the home country, fill
Entitlement: Director
out the entitlements of either the representative
Name: ________[Matters relating to officers]
director or representative executive officer
Entitlement: Director
according to the actual condition of each country
Name: ________(If a director or other similar person has the[Matters relating to officers]
representation right, describe such person as theEntitlement: Director
representative director. If a director or other
Name: ________
similar person does not have such representative[Matters relating to officers]
right and there is another person who represents
Entitlement: Representative executive officer
the foreign company, fill out as the
Head office: ________
representative executive officer).
Name: ________[Matters relating to officers]
Entitlement: Representative in Japan
Address: ________
Name: Taro Homu
Branch number: 1
Place of branch office: ________[Matters relating to the registration records]: Establishment of business office as of____, ____, ________(m/d/y).
(Note) Please fill out the matters according to the same or most similar registration matters forincorporation in Japan, as well as the matters provided for in Article 933, paragraph (2), for each
item of the Companies Act.

(Note) 1. If CD-R that records the registration matters is submitted, it is not necessary to attach
separately such information by printing out. In this case, record such matters in the form of"text" using "Notepad" etc. and the name of its file shall be ["Discretionary name".txt].
Concerning the method of creating a more specific electronic or magnetic records, please referto "on the submission of the electronic or magnetic record medium recording the matters forbusiness or corporations”」 http://www.moj.go.jp/MINJI/MINJI5O/minji5O.html
2. If the registration matters are submitted by the Internet beforehand, an application can beeasily prepared by utilizing the information that was prepared when submitting the registration
matters, and the progress can be confirmed by the Internet. For more information, pleaserefer to "on submission of registration matters using the online application system forregistration and deposit" (http://www.moj.go.jp/MINJI/minji06_00051.html).

JETRO Investing in Japan
Laws & Regulations on Setting Up Business in Japan
Samples of forms businesses are required to submit to authorities 1-3g

EXAMPLE OF ARTICLES OF INCORPORATION(This is a sample. Please prepare pursuant to the actual situation of the company)

Example of Articles of Incorporation
Article 1. The corporate name of our company shall be ____.
Article 2. The head office of our company shall be at ________, the address and name of the resident agent is________, ________.
Article 3. The public notice pursuant to the applicable law shall be performed by placing such notice in the_________・Post issued at _____ state.
Article 4. The purpose of our company shall be to perform the following businesses:(a) Production and distribution of _________(b) Import-export business and brokerage of _________(c) All businesses contingent to the preceding items
Article 5. The authorized capital is ______ U.S. dollars, and is divided into ____ shares per share as ____ U.S.
dollars.
Article 6. The stated capital used for our company's business commencement is ____ U.S. dollars.
Article 7. The name and address of a promoter are as follows:________________
Article 8. The duration of our company shall not be determined.
Article 9. The shareholders of our company after the payment of nominal value shall not be surcharged for thepayment of the liability of our company. The personal properties that shareholders possess shall not becollected by any reason for the payment of liability of the company.
Article 10. Unless otherwise provided for by the laws and regulations, the board of directors has the following
authorities:(a) Our company implements a private contract for the payment of business management that is performed
partially by other corporations, stock corporation, trust corporation, partnership or individual.
(b) Pursuant to the Companies Act of __, the number of directors shall be decided by internal regulations but
shall always be not less than __ persons.
Article 11. In the case that there is a claim of reconciliation or mediation between our company and a creditor, or ourcompany and shareholders, the equity court of __ pursuant to the company, creditor, shareholder or suchcountry's provisions of Article __ of the Companies Act of such country, in accordance with theliquidator selected for our company or the provisions of Article __ of the Companies Act, by theapplication of such liquidator, by means of the method designated by the court, may order the calling of acreditor or shareholders’ meeting.
Three quarters of the creditors or shareholders must agree to a reconciliation, mediation and arrangement,
subject to the authorization of the court, and such reconciliation, mediation and arrangement will bind thecreditors, shareholders and company.
Article 12. Shareholders and directors shall hold assembly in and out of __(state), __(country) according to theinternal regulations, situate branches and other business offices, and preserve the company books.
Article 13. Our company reserves the right to modify or alter of these articles of incorporation pursuant to theprovisions of the articles of incorporation. All of the rights granted to shareholders under these articles ofincorporation are subject to the above mentioned right to reserve.

JETRO Investing in Japan
Laws & Regulations on Setting Up Business in Japan
Samples of forms businesses are required to submit to authorities 1-3g

The following three persons are promoters who establish a corporation for conducting business inand out of this state pursuant to Article __ of the Companies Act of __. They hereby prepare thesearticles of incorporation and verify that its are valid by affixing their signatures.
____, ____, ________, (m/d/y)Signed by………………………………………
Signed by………………………………………
Signed by………………………………………
Witness: ________ ( Signature)

At __(State)__(Country)
as of____, ____, ________ (m/d/y) with the notary of __, ________, ________, and ________ inattendance as the person who prepared these articles of incorporation assert that they have
prepared said articles of incorporation and its contents are valid.
On the date written above, affix the signature as follows:
Notary: ________ (Signature)(Stamp of the notary)
Office of the secretary of ____As the office of the secretary of ____,I ________ (name) hereby attest to the following matters:
The above inserted document is the (certified) copy of the ____ (corporate name) of the articles ofincorporation submitted to the government office at __ a.m. on ____, ____, ________ (m/d/y).
Under such testimony, on ____, ____, ________ (m/d/y), ________ hereby affixes thesignature and seal of the government of __.
Secretary: ________ (Signature)
Deputy Secretary: ________ (Signature)(The government seal)JETRO Investing in Japan
Laws & Regulations on Setting Up Business in Japan
Samples of forms businesses are required to submit to authorities 1-3g

Example of a Translated Affidavit(This is an example. Please prepare pursuant to the actual situation of the company.)

Certificate
I ________ , resident of ______, hereby declare as follows:
I am the CEO of ____ (corporate name) (hereinafter referred to as "Our Company"), and have been delegated theauthorization to declare such statement. Our Company was incorporated lawfully according to the Companies Actof __ as of ____, ____, ________ (m/d/y), and has its registered office at ________.
Our Company shall situate our Japan business office at ________, Japan as of ____, ____, ________ (m/d/y). Our
Company has appointed Taro Homu as the Japanese representative whose address is ________, Japan. TaroHomu has been delegated every necessary authority relating to the registration application of the establishment ofour business office in Japan (including the right to elect his or her attorney-in-fact).
Details of Our Company are as follows:(1) Amount of stated capital: ________ U.S. dollars(2) Total number of authorized shares: ____ shares(3) Total number of issued shares: ____ shares(4) Objective
1 Production and distribution of ______
2 Buying and selling of ______
3 All businesses contingent to the preceding items(5) The name and address of the representative executive officer and director of Our Company are as
follows:
Representative executive officer: ________________ (address)
Director: ________________ (address)
Director: ________________ (address)
Director: ________________ (address)(6) The public notice of Our Company in Japan shall be performed by means of placing such notice in an
official gazette.
(7) The public notice pursuant to the applicable law shall be performed by placing such notice in the______・Post issued at __.
(8) The business year of Our Company shall be annually from ____, ____ (m/d) to ____, ____ (m/d).
____, ____, ________ (m/d/y)________(Signature)
As of____, ____, ________ (m/d/y), ________, who administered an oath with the presence of the required
authorities, asserts that he/she has signed this certificate pursuant to the fact that his/her address is ________, andthat he/she is a CEO of ____ (corporate name) that has been delegated the powers of a director of Our Company.
____ Notary____, ____, ________ (m/d/y)________ (Signature of Notary)

JETRO Investing in Japan
Laws & Regulations on Setting Up Business in Japan
Samples of forms businesses are required to submit to authorities 1-3g

Example of Letter of Attorney

Letter of Attorney
I hereby delegate the following authorities to Saburo Homu as an attorney-in-fact whose address is________.
The date of arrival of the notice relating to the appointment of the representative of Japan having reachedsuch representative (person) is on ____, ____, ________ (m/d/y).
1. All application for establishment of business offices at Japan for our company.
1. Receipt and request of the return of the original.
(Note) Please state when requesting the return of the original.

END____, ____, ○○○○ (m/d/y)________ (Place)(Corporate name)
Representative of Japan:
Taro Homu (1) (Note)(Note) Affix the seal impression registered to an
administration office by the representative of Japan.
When the representative of Japan is a foreigner, suchstamp may not be necessary, but in that case, signand attach the certificate of the home country's
authority verifying that such signature is by such
representative.

These sample application forms indicate the essential points and descriptive examples of registration, visa, taxation,and personnel and labor affairs that are necessary when a foreign company establishes a corporation etc. in Japan.
These documents are not published by competent authorities and therefore are not official. Therefore, when going
through the official procedures consult a specialist or download the official documents from the competent authorities.
The competent authorities relating to these documents: Legal Affairs Bureau
URL: http://www.moj.go.jp/content/001175399.pdf
The use of the information provided in these sample documents is based on your own responsibility. While JETRO
makes every effort to ensure that we provide accurate information, we will not be held liable for any loss or damage
incurred by your use of the contents of such information.