To those who read this Guidebook

The Mipro Guide to Starting a Business in Japan describes what foreign nationals need to do in startinga business in Japan mainly as company managers (proprietors) by theme. The series of the guidebooks
consist of eight titles: “Preparations for Startup,” “Startup Q&A,” “Status of Residence,” “Obtaining
Authorization,” “Drawing up a Business Plan,” “Tax Edition,” “Establishing a Company,” and “Public
Insurance and Employment Management.”
This Guidebook for “Establishing a Company” explains the process and necessary matters for foreign
nationals to establish a Japanese corporation in accordance with the actual procedure. The relevant statusof residence, authorization, and taxation will be discussed as appropriate. However, for details, refer to theother series on the respective subjects.
The procedures for foreign nationals to establish a company in Japan (application destination: Legal
Affairs Bureau) and to obtain the “Business Manager” status of residence (application destination:
Immigration Services Agency) are completely different, and their screening processes are also completely
independent. As described in “2. Consideration of the Status of Residence” on page 7, even a foreign
national without an address in Japan can establish a company in Japan. On the other hand, it is the
Immigration Services Agency that examines and decides whether or not you can obtain a status ofresidence, and depending on the circumstances, you may not be able to obtain such status. It is important
to make careful preparations in advance to avoid a situation where you have established a company but are
unable to manage it because you cannot obtain a status of residence.

Written by Masayuki SUEDA
Administrative Attorney/
SME Management Consultant

March 2024, Manufactured Imports and Investment Promotion Organization (MIPRO)

Contents

I. Procedures for establishing a company
1. Type of business entry into Japan and its business structure—————————— 04■ Before establishing a company ■2. Consideration of the status of residence————————————————————————— 07(1) When already staying in Japan with some status of residence————————— 07(2) When newly obtaining a status of residence—————————————————————— 08

3. Securing facilities (location) for a place of business————————————————— 10■ Establishing a company ■4. Establishing a company————————————————————————————————————— 12(1) Decision of the incorporators (in the case of a Kabushiki-Kaisha)——————— 15(2) Prior confirmation of business names——————————————————————————— 16
1) Prohibition of same business name and same head office——————————————— 16
2) Obligation to indicate the type of company (Article 6, Paragraph 2 of theCompanies Act)————————————————————————————————————————— 18
3) Characters, signs, and symbols that may be used for the registration ofbusiness names (Article 50 of the Regulations on Commercial Registrations)and their usage————————————————————————————————————————— 184) Restrictions on words used in certain industries————————————————————— 19
5) Prohibition of characters that indicate part of a company———————————————— 19
6) Other restrictions————————————————————————————————————————— 19(3) Determination of basic matters——————————————————————————————— 20
1) Business objectives (details of business)—————————————————————————— 20
2) Business name (company name)—————————————————————————————— 21
3) Head office location——————————————————————————————————————— 21
4) Amount of stated capital (contributions)—————————————————————————— 22
5) Institutional design———————————————————————————————————————— 23
6) Business year (incorporation date and closing date of accounts)——————————— 26(4) Preparation of company representative seal, etc., acquisition of sealcertificates of incorporators—————————————————————————————————— 26

(5) Preparation and certification of articles of incorporation(in the case of a Kabushiki-Kaisha)———————————————————————————— 27(6) Payment for shares (contributions)————————————————————————————— 30(7) Application for registration of incorporation (establishing a company)
and notification of company seal to the Legal Affairs Bureau——————————— 33■ After establishing a company ■5. Acquisition of certificate of registered matters and company
seal certificate———————————————————————————————————————————— 36

6. Opening a bank account (corporate account) in the company’s name—— 36
7. Notification to the tax office—————————————————————————————————— 38
8. Application for and acquisition of authorization———————————————————— 40
9. Application for status of residence to the Immigration Services Bureau— 41
10. Notification to government agencies related to employment andsocial insurance—————————————————————————————————————————— 42

II. Document preparation guide
1. Main documents to be submitted at the time of application for registration— 43

i. Application for Registration of Establishment of Stock Company—————— 44

ii. Articles of Incorporation of the Kabushiki-Kaisha————————————————— 47
iii. Seal Registration Form——————————————————————————————————— 50

2. Matters to be noted when applying for corporation registration————————— 51(1) Applicant for registration and their agent————————————————————————— 51(2) Due date for registration———————————————————————————————————— 51(3) Correction—————————————————————————————————————————————— 51(4) Points to be checked that are often forgotten/mistaken when applying———— 51

III. Consultation counter and inquiry destination

I. Procedures for establishing a company

I. Procedures for establishing a company
1 Type of business entry into Japan and its business structure
When a foreign national or foreign corporation establishes a base in Japan, there are three possible
types of entry.
i)Establishment of a representative office• They are expected to conduct market research, gather information, advertise, etc., but cannot
conduct direct sales activities (not allowed to generate revenue in Japan).
• Generally, expats come to Japan with the status of residence of “Short-Term Stay” and carry out
activities.

ii) Establishment of a Japanese branch office (business office in Japan)• From a legal standpoint, they are part of the home corporation and can enjoy benefits if they cantake advantage of the creditworthiness of the home corporation.
• Business operations in Japan are limited to the scope of business of the home corporation.
iii) Establishment of a Japanese corporation (including a subsidiary in Japan)• The acquisition of Japanese juridical personality will secure the foundation for full-scalebusiness activities in Japan.
• It is necessary to prepare stated capital (at least five million yen for the “Business Manager”
status of residence).
Also, when we look at the organizational structure, there are options of starting as a “soleproprietorship” or establishing a “corporation” to start a business. The characteristics of each are as
follows:4

I. Procedures for establishing a company

Chart 1: Characteristics of sole proprietorships and corporations
Sole proprietorships

Corporations

Startup procedures

A notification of starting a businesssimply needs to be filed with the tax
office. (Note 1)

Cost of startup
procedures

Hardly any cost is involved.

Social credibility,
collection of funds

Loans from financial institutions are
Loans from financial institutions areeasier to obtain, greater advantages
difficult to obtain, and various
are enjoyed compared to soledisadvantages are faced in business
transactions compared to corporations. proprietorships.

Business activities

Activities are restricted to those
No restrictions, in principle. Changes
may be made after startup (change of specified in the articles ofbusiness, withdrawal, etc.), as desired. incorporation.

In addition to filing a notification ofincorporation, the procedures forregistration of incorporation must becompleted. Startup takes time andmoney.

Corporation
Proprietor
The subject of a(both profits and losses are attributable (both profits and losses are attributable
contract
to the corporation)(a person who has legal to the proprietor)
rights or obligations)
Scope of responsibility The proprietor assumes fullof investors
responsibility.

The assets of the corporation andindividuals are separate, and investors
bear responsibility within the scopecorresponding to their share ofinvestment. (Note 2)Compensation of thebusiness owner

The profits of the business equal the
proprietor’s compensation.

Compensation is paid as salary. (Note 3)

Difficulty of accountprocessing

The preparation of account ledgers and Account ledgers must be preparedfinancial statements is relatively easy accurately in compliance with certain
requirements.
(simplified bookkeeping suffices).

Taxation differences

Income Tax = Income × Tax Rate
Income = Revenues - Expenses
The range of expenses is narrower
than that of corporations. The tax rate
goes up as income increases, so if
income exceeds a certain amount, asole proprietor is at a disadvantage ascompared with a corporation.

Corporate Tax = Income × Tax Rate
Income = Revenues - Expenses- Executive compensation
There is a wider range of expense
items compared to sole proprietorships,
which is advantageous for tax savings.
The tax rate is fixed when the income
exceeds eight million yen, so it isgenerally more advantageous than asole proprietorship when the income
exceeds that.

Not possible
Flexible
Transfer of funds
between business funds (personal household expenses may be (Transfer of funds is not allowed.)transferred from business funds with aand household
large degree of flexibility)
expenses
Social insurance (Note 4)

Proprietors must enroll in the National Officers, as a rule, enroll in
Health Insurance and National Pension government-managed health insurance
and employees’ pension insurance.
System(Proprietors cannot enroll ingovernment-managed health insuranceor employees’ pension insurance).

Securing employees

Employees can be more easily secure
It is generally difficult to secure
employees, although it depends on the compared to sole proprietorships
because corporations are required towelfare environment of the business.
provide social insurance and labor
insurance.

(Note 1) Sole proprietorships that do not file a notification of starting a business will face various inconveniences anddisadvantages. For example, they cannot (1) receive a special deduction under the blue tax return, (2) open abank account in the trade name, or (3) enroll in the Small Business Mutual Aid program.
(Note 2) Provided that, if the representative is a joint guarantor, they bear responsibility as a guarantor. Additionally, in a
general partnership company (Gomei-Kaisha) or limited partnership company (Goshi-Kaisha), members withunlimited liability have the responsibility to repay the company’s debts regardless of their amount of investment.
(Note 3) Compensations to board members may be recorded under expenses as personnel expenses (cf.: A sole
proprietor’s compensation may not be recorded as an expense.)(Note 4) A proprietor or an officer of a corporation or a sole proprietorship that regularly employs five or more employees
must enroll in health insurance and employees’ pension insurance, as a rule, if they receive compensation for
their service (they must also enroll in long-term care insurance if they are ages 40 to 64.)

5

I. Procedures for establishing a company

Reference Information

In general, corporations have a wider range of expenses than sole proprietorships. Taking travel
expenses as an example, in sole proprietorships, only the expenses incurred can be included in
expenses. In addition, in corporations, travel allowances can be included.

As you can see, there are various types of proprietorships and organizations to start a business in Japan.
Since the purpose of this compilation is to explain the procedures to establish a Japanese company, thisGuidebook explains the process and necessary matters for foreign nationals to establish a Japanese
corporation in accordance with the actual procedures. In order to deepen the readerʼs understanding, we
will also touch upon the processes before and after the establishment, as well as the points to be notedwhen foreign nationals conduct business in Japan, as appropriate. An explanation of business activities inJapan through the method, such as the establishment of a representative office or a branch office, isomitted.

6

I. Procedures for establishing a company

Before establishing a company
2 Consideration of the status of residence
In relation to the status of residence system in Japan, if a foreign national only establishes a company inJapan, the status of residence is irrelevant. However, if you would like to stay in Japan and manage thecompany, you need a status of residence, such as “Business Manager.” The required status of residence is
as follows:(1) When already staying in Japan with some status of residence
a. “Permanent Resident,” “Spouse or Child of Japanese National,” “Spouse or Child of
Permanent Resident,” “Long-term Resident”
These are statuses of residence with no restrictions on work activities, and you can start a businesswithout changing your status of residence.
b. “Business Manager”“Business Manager” is a status of residence that includes the case of starting a business as a business
manager.
c. “Highly Skilled Professional”
In addition to the principal activities permitted under the “highly skilled professional” status ofresidence, it is possible to start and manage their own related businesses.
d. “Startup Visa” (Designated Activities)
Even if a “specified foreign entrepreneur” does not meet the requirements of “Business Manager,”they can enter and stay in Japan for up to one year to prepare for business startup by going throughthe examination of the relevant local government and the responsible Regional Immigration Services
Bureau.
If you have a status of residence other than the above and conduct business without changing your statusof residence, you will be considered to be engaged in activities outside the scope of your resident status,
which is illegal. When starting a business, you should submit an “Application for Change of Status ofResidence”* to obtain an appropriate status of residence promptly.
* For “Application for Change of Status of Residence,” please refer to “Status of Residence” of this Guidebook series.

7

I. Procedures for establishing a company(2) When newly obtaining a status of residence
Among the statuses of residence described in (1) above, you will obtain a status of residence that issuitable for your purpose and conduct business. The procedure for foreign nationals living overseas toapply for landing permission with the aim of starting a business in Japan differs depending on the presenceor absence of the “Certificate of Eligibility” indicated below.
Visas for landing in Japan are applied for and obtained at Japanese diplomatic missions abroad.
However, if applying for a visa for long-term residence, such as for employment purposes, it takes moretime for Japanese diplomatic missions abroad to examine the eligibility requirements for the status ofresidence than it does for a short-term visa. For this reason, in general, the “Regional Immigration Services
Bureau” in Japan examines whether the requirements for the status of residence applied for by a foreign
national who wishes to enter and live in Japan are satisfied, and grants and issues a “Certificate of
Eligibility” if the requirements are satisfied. If you apply for a visa by presenting this “Certificate of
Eligibility” to a Japanese diplomatic mission abroad, you will normally be recognized as satisfying therequirements for entry into and living in Japan and will be able to obtain a visa promptly. If you intend tostay in Japan for a long time, it is smart to apply for a visa after obtaining a Certificate of Eligibility inadvance. However, since the situation may have changed between the time of obtaining the Certificate of
Eligibility and the time of application for the visa, possession of the certificate does not necessarily
guarantee the issuance of the visa.
Theoretically, even if you are aiming to work or stay for a long time, you can apply for a visa directly toa Japanese diplomatic mission abroad without going through the application for a Certificate of Eligibility.
However, in this case, as shown in Chart 2, there are more domestic agencies to communicate with theJapanese diplomatic mission abroad after your application for a visa, and the time required from applying
for a visa to obtaining a visa is considerably longer than that required for those with a Certificate of
Eligibility. Therefore, when applying for a visa at a Japanese diplomatic mission abroad, you should firstobtain a Certificate of Eligibility, unless you aim to land with the “Short-Term Stay” status of residence.** The “Short-Term Stay” status of residence is not subject to the issuance of the Certificate of Eligibility.

8

I. Procedures for establishing a company■ With a “Certificate of Eligibility”
Chart 2: Flow from Application for Certificate of Eligibility to Visa Acquisition and Landingin Japan

Procedures to be conducted in Japani) Application for issuance

Applicant or
agent

Certificate of Eligibility

Regional Immigration Services Bureau
that has jurisdiction over the place ofintended residenceii) Issuance
If a certificate is issued while the applicant is in Japan under the "Short-Term Stay" statusof residence, the status of residence may exceptionally be changed from "Short Term
Stay" to the status of residence approved by the certificate in Japan.

Procedures to be conducted outside Japaniii) Application for issuance

ApplicantVisa

Japanese diplomatic missions abroadiv) Issuance

Procedures to be conducted in Japanv) Landing permission application (Present a passport and visa and submit a Certificate of Eligibility)

Regional Immigration Services Bureau(Port of Entry or Departure)

Applicantvi) Landing permission seal on passport and issuance of residence card**Residence cards are issued to mid- to long-term residents at Narita, Haneda, Chubu,
Kansai, New Chitose, Hiroshima, and Fukuoka airports at the time of grant of landing
permission. At other ports of entry or departure, they are issued after notification of theplace of residence is made to the municipal office.

■ Without a “Certificate of Eligibility”
Chart 3: Flow from Application for Visa to Visa Acquisition and Landing in Japan
Procedures to be conducted outside Japani) Application for issuance

ApplicantVisa

Japanese
diplomatic missions
abroadiv) Issuanceii) Consultation
Ministry of Foreign Affairs
Ministry of JusticeRegional Immigration
Services Bureauiii) Answer

Procedures to be conducted in Japanv) Landing permission application (Present a passport and visa)
Regional Immigration Services Bureau

Applicant(Port of Entry or Departure)vi) Landing permission seal on passport and issuance of residence card**The process for issuance of a residence card is the same as in the Chart 2.

Reference“Application for Certificate of Eligibility” Ministry of Justicehttps://www.moj.go.jp/isa/applications/procedures/16-1.html

Please read this section “2. Consideration of the status of residence” in conjunction with “9. Application
for status of residence to the Immigration Services Bureau” on page 41.
9

I. Procedures for establishing a company

3 Securing Facilities (location) for a place of business
Under the Ministerial Order to Provide for Criteria Pursuant to Article 7, Paragraph (1), Item (ii) of the
Immigration Control and Refugee Recognition Act (hereinafter the “Ministerial Order”), for activities
related to “Business Manager,” the applicant must have a place of business in Japan and operate abusiness.* In other words, when a foreign national starts a business in Japan, it is necessary to make it
clear that the office is to be used by the corporation through a lease agreement, etc., and to secure a facility
in Japan to be used exclusively as an office for carrying out the business, equipped with telephones,
photocopiers, personal computers, and other equipment essential for carrying out business normally.
Virtual offices are not recognized as meeting this requirement. If you are inspired to start your own
business in Japan, you should first prepare to secure facilities to operate your business. The key points areto contract in the name of a corporation and to use it for business purposes. In this case, you cannot sign acontract in the name of a corporation until after the company is established, so in practice, you must secure
an office before you apply for the “Business Manager” status of residence.
* Requirements for Place of Business (Section 2 of the General Rules of the Japan Standard Industrial Classification)a) Economic activities are conducted under a single business principal, occupying a certain place or plot of land.
b) Production or supply of goods and services is conducted continuously with personnel and facilities provided for this purpose.

■ Case where the place of business was recognized to be secured
Person A established a Kabushiki-Kaisha in Japan and applied for the Certificate of Eligibility on the
grounds that he would be engaged in the sales business. The entrance to the company office and theentrance to the residential area were separate, and a sign representing the company name was placed at theentrance to the office. In addition, office equipment, such as personal computers, telephones, office desks,
and photocopiers, were installed in the offices, and it was recognized that the place of business had been
secured.

■ Case where the place of business was not recognized to be secured
Person B established a corporation in Japan and applied for the Certificate of Eligibility on the grounds
that he would be a general sales agent. Based on the submitted documents, it appeared that the place ofbusiness was a residence, and the investigation revealed that it was a two-story apartment building and that
there were no signs indicating the company name on the mailbox or entrance. In addition, no officeequipment was installed in the residence, only furniture and other equipment for daily life, so it was notrecognized that a place of business was secured.

■ Case of Incubator Utilization
Depending on the business type and the business conditions, if an incubator (a body or organization thatprovides management advice and bridges to business services necessary for corporate operation) provides
support and the applicant submits a letter of approval for the use of the place of business, under certain
conditions it will be treated as meeting the requirements for “securing (existence) of the place of business”
specified in the Ministerial Order, provided that a temporary address and place of business, such as theJapan External Trade Organization (JETRO), Invest Japan Business Support Center (IBSC) or otherincubation office, can be secured.
Reference

Invest Japan Business Support Center (IBSC)
https://www.jetro.go.jp/invest/jetros_support/ibsc/

10

I. Procedures for establishing a company

Relevant Knowledge

Is a home-cum-office allowed?
According to the Ministerial Order related to “Business Manager,” the applicant must have a placeof business in Japan and operate a business. It is necessary to make it clear that the office is to be
used by the corporation through a lease agreement, etc., and to secure a facility in Japan to be
used exclusively as an office for carrying out the business, equipped with telephones, photocopiers,
personal computers, and other equipment essential for carrying out business normally. If thebusiness is operated in a space rented for a short period of time, such as weekly or monthly, it is notconsidered to meet the criteria unless there are special circumstances that make doing so
reasonable.
As a general rule, a home-cum-office does not meet the requirements for obtaining the “Business
Manager” status of residence. If there is a compelling reason to place your home and your office inthe same place, the office space and the residential space should be clearly separated, for example,
by renting a detached house and having the office on the first floor and the residence on the second
floor. Also, the water and utility costs for the company and for personal use should be separated,
and this should be clearly stated in the relevant contract.
When applying for the “Business Manager” status of residence, you should clearly separate theresidential space and the office space before applying.

11

I. Procedures for establishing a company

Establishing a company
4 Establishing a company
The following is a step-by-step explanation of the process of establishing and registering a company.
The general ﬂow is as follows:< Process for establishing a company >Decision of the incorporators
Prior confirmation of business name→Registry office having jurisdiction over the planned locationof the head officeSince the registration of the same business name at the same place is prohibited, the existenceof the same business name shall be checked in advance at the registry office of the head officelocation (planned location).
Determination of basic matters of the company
Business name, business objectives, head office location, amount of stated capital, institutional
design (shareholders meeting, board of directors, etc.), business year, name and address of theincorporator, etc.
Prepare company representative seal, etc., and obtain seal certificate of the incorporators
Preparation of articles of incorporation
Absolute matters, relative matters, optional matters (See page 28 for details.)
Certification of articles of incorporation→Notary public office
Certification shall be carried out by a notary public affiliated with the Legal Affairs Bureau or District
Legal Affairs Bureau which has jurisdiction over the location of the head office of the corporation.
Payment of the Stated Capital (contributions)Application for registration of incorporation (registry office with jurisdiction over head
office location) and notification of company seal to the Legal Affairs Bureau
Completion of registration (incorporation of company), acquisition ofcertificate of registered matters and seal certificate of the company
Notification to the tax office
National tax office, Prefectural tax office
Application for a business license to authorization authorities(notification, registration, permission, authorization, license)
It is usually carried out after the completion of the registration of incorporation, but dependingon the nature of the business, it may be carried out before that.
Visa application to the Immigration Services Bureau
Notification to government agencies related to employment and social insurance
If necessary, notify the Pension Service Office, Public Employment Security Office, Labor Standards
Inspection Office, etc.

12

I. Procedures for establishing a company

Currently, there are four types of companies defined by the Companies Act: i) Kabushiki-Kaisha (stockcompany), (ii) Godo-Kaisha (limited liability company), iii) Goshi-Kaisha (limited partnership company),
and iv) Gomei-Kaisha (general partnership company), of which ii), iii), and iv) are collectively referred toas membership companies. The difference between a Kabushiki-Kaisha and a membership company lies
in differences in funding methods, the size of the company, management methods, and the responsibilitiesof the members. Even though they are both called “Kaisha” (company), the structure is completely
different. Therefore, a Kabushiki-Kaisha and a membership company are distinguished. With regard to theincorporation of a company, the fact that a company is formed by first preparing the articles ofincorporation and finally making a “registration of incorporation” at the Legal Affairs Bureau is the samefor both a Kabushiki-Kaisha and a membership company, but certification of the articles of incorporationis required only for a Kabushiki-Kaisha and is unnecessary for a membership company (Article 30 of theCompanies Act).

13

I. Procedures for establishing a company

Relevant Knowledge

Kabushiki-Kaisha or a Membership Company?
Membership company, which is one of the company types along with Kabushiki-Kaisha, is a collective term for
Godo-Kaisha (limited liability company), Goshi-Kaisha (limited partnership company), and Gomei-Kaisha(general partnership company). The differences from Kabushiki-Kaisha are as follows.

Chart 4: Differences between Kabushiki-Kaisha and Membership Companies
Membership Company

Number of people needed toestablish a company
Name used to refer toinvestors

Kabushiki-Kaisha

Godo-Kaisha(Limited Liability
Company (LLC))

Goshi-Kaisha(Limited
Partnership
Company)

Gomei-Kaisha(GeneralPartnership
Company)

1

1

2

1

Shareholders

MemberScope of responsibility ofinvestors

LimitedUnlimited(member withunlimited liability)
Limited(member withlimited liability)

Highest decision-making
process

Resolution ofshareholders
meeting

LimitedNo restrictions, in principle. Agreement by all members, with regard
to important matters.

Fees for certification ofarticles of incorporation

50,000 yen

Revenue stamp fee forarticles of incorporation

40,000 yen

40,000 yen

Registration and license tax

150,000 yen

60,000 yen

Profit sharing

Unlimited

Certification of the articles of incorporation not required

Proportionate to theamount of investment May be freely specified in the articles of incorporation

Unlike Kabushiki-Kaisha, which is managed based on the principle of shareholder equity after soliciting
investment from a wide range of investors, a membership company is a type of company that respects theinternal autonomy of the organization, and it can be said that the system is based on the assumption thatinvestors will become managers. The main characteristics of the membership company are as follows:
1. You can flexibly set your organization’s internal rules, such as allocating profits according to contribution
degree rather than investment (freely allocating voting rights and dividends regardless of investment
amount).
2. A Kabushiki-Kaisha must have incorporators and shareholders at the time of incorporation, but amembership company does not have to. Therefore, there is no need to include provisions concerning theissuance of shares and the shareholders meeting in the articles of incorporation.
3. There is no charge for certification of articles of incorporation. In addition, the minimum amount ofregistration and license tax required at the time of registration of incorporation is less than in the case of a
Kabushiki-Kaisha. Therefore, less time and money are needed.
On the downside, since all investors must agree on important matters (amendments to articles ofincorporation, conversion to Kabushiki-Kaisha, etc.), there is a risk that disagreements among investors maylead to loss of control. In addition, since voting rights and dividends can be freely determined, there is a concernthat problems may arise in the treatment of investors’ degree of contribution in a case such as profit sharing.
While it may not necessarily be considered a disadvantage, in the case of unlimited members, if the company
should go bankrupt, the company’s debts will be repaid with personal property.
Which type of company shall be chosen for incorporation: a Kabushiki-Kaisha or a membership company?
One way of looking at it is to make it a Kabushiki-Kaisha if you would like to grow the company to a large extent,
or a membership company if you aim to achieve flexible and efficient management. In addition to the advantages
and disadvantages, be sure to carefully consider relevant matters and decide which type of company will fit in toachieve your goals.

14

I. Procedures for establishing a company

This Guidebook mainly explains the procedures for establishing a Kabushiki-Kaisha,* which is themost common form of company in Japan, and also refers to another type of company, a Godo-Kaisha(limited liability company), as appropriate.
* There are two types of incorporation of a Kabushiki-Kaisha: “incorporation by incorporator” in which a company is incorporated withthe contribution of the incorporators alone, and “incorporation by solicitation” in which investors other than the incorporator are
recruited. When creating a small company, it is common to choose incorporation by incorporators, which is easier to complete thanincorporation by solicitation, and we will explain hereinafter with the incorporation by incorporators in mind.

(1) Decision of the incorporators (in the case of a Kabushiki-Kaisha)
The incorporators are the persons who start the company and become shareholders after the company isincorporated. In the case of a single investor, the investor becomes the incorporator and owns all the shares
after the incorporation of the company. In the case of multiple investments (for example, X, Y, and Z),
three people will become the incorporators, and after the incorporation of the company, each person will
exercise their voting rights in accordance with their investment. The main tasks of the incorporators arei) to decide the outline of the company, ii) to draw up the articles of incorporation, iii) to transfer capitalfunds (contributions), and iv) to prepare for the opening of the company, including the incorporation
procedures.
In the case where there is only one incorporator, a “statement of incorporation matters”* shall be
prepared and the basic matters, such as the business name (company name), business objectives, head
office location, amount of stated capital, institutional design, and business year of the company to beincorporated, shall be stated (see “(3) Determination of basic matters” on page 20). If there are multiple
incorporators, a meeting of incorporators is held to determine the basic matters, and the decisions are
summarized in the “minutes of the incorporatorsʼ meeting.”** Neither of these documents is required for the registration of incorporation of the company or submitted elsewhere, but their presence
will help prevent future troubles. They should be kept as important documents. These will lead to the creation of articles ofincorporation later.

Chart 5: Required Documents for a Foreign National to Become an Incorporator
Resident in Japan(Foreign National domiciledin Japan)Non-resident in Japan(Foreign National not domiciled in Japan)

Certificate

Seal certificate(within 3 months after issuance)

People in countries or regions with seal impression
systems:
Notarized seal impression certificate + Japanesetranslation
People in countries or regions without a seal impression
system:Signature certificate (a certificate prepared by thehome government that the signature is that of theapplicant) + Japanese translation

Seal

Registered seal

No need(Note) A seal certificate issued in a country or region that has a seal certificate system may be valid in Japan. For details,
please contact the Legal Affairs Bureau in your jurisdiction. Signature certificates are treated as having no
expiration date in practice. However, if the address on the signature certificate is different from the current address,
you must retake the signature certificate.

15

I. Procedures for establishing a company

Chart 6: Attachable Signature Certificate (in the case of A national residing in Country B)(Valid in all of the following cases)
Method for creating a signature certificate

Example of Certificate Authors

Prepared by the national authorities located in thehome country

An administrative organ of Country A located in
Country A

Prepared by the national authorities of the homecountry in JapanThe embassy of Country A in Japan

Prepared by national authorities of the home country
The embassy of Country A located in Country B
located in third countries
Prepared by a notary public in the home country

A notary public in Country A(Note) If there is a compelling reason for not being able to obtain a signature certificate from the government of the homecountry, such as the absence of a system in the home country to certify that the signature is that of the applicant,the following signature certificate may be acceptable. Please consult with the competent registry office regarding
specific circumstances.
a. Signature certificate prepared by authorities in the country of residenceb. Signature certificate prepared by a notary public in the country of residencec. Signature certificate prepared by a notary public in Japan
Reference“The Ministry of Justice Min-sho, No. 16” Ministry of Justicehttps://www.moj.go.jp/content/001384991.pdf(2) Prior confirmation of business names
A “business name” is the official name of a company and is required to be registered with the Legal
Affairs Bureau. There are some legal rules to decide the business name from the viewpoint of preventing
troubles. The following describes the case of a company.
1) Prohibition of same business name and same head office
A business name may not be registered if that business name is identical to a business name that has
already been registered by any other person and the location of the applicantʼs business office (in the caseof a company, its head office) is the same as the location of the other partyʼs business office for which thebusiness name has been registered (Article 27 of the Commercial Registration Act).** As for the relationship with the business name of a company in liquidation proceedings, Article 27 of the Commercial Registration
Act applies if the company in liquidation proceedings is still in existence, but the same Article does not apply to a company pertaining
to a closed registration certificate after completion of liquidation, and the same business name can be registered.

The term “same business name” here means that the descriptions of the entire business name, including
the part representing the type of company (Kabushiki-Kaisha, Godo-Kaisha, etc.), are exactly the same.
Here are some examples:■ Cases not falling under the same business name
None of these falls under the same business name.
Kabushiki-Kaisha ABC, ABC Kabushiki-Kaisha, Kabushiki-Kaisha Ay-Bee-Cee, Ay-Bee-Cee
Kabushiki-Kaisha, Godo-Kaisha ABC, ABC Godo-Kaisha■ Cases falling under the same business nameEven if the pronunciation is different, if the notation is the same, it is considered the same business name.
Kabushiki-Kaisha 山谷 (pronounced “yamatani”) and Kabushiki-Kaisha 山谷 (pronounced “yamaya”)
16

I. Procedures for establishing a company

Relevant Knowledge

Business name check
We do not want to be sued by another company because we unintentionally created a businessname that is confusingly similar to that of another company. If you are considering a business namethat is similar to that of a rival company, use the following to conduct a business name check before
applying for registration.
1. The Ministry of Justice’s Online Registered Information Search Service (free of charge whensearching only for business name check)
http://www.moj.go.jp/MINJI/minji06_00076.html
2. Business name check at a counter of Legal Affairs Bureau in your jurisdiction (ditto)
The Legal Affairs Bureau that has jurisdiction over the place of business can be found at:“Guidance on Jurisdiction”
https://houmukyoku.moj.go.jp/homu/static/kankatsu_index.html
3. National Tax Agency’s Corporate Number Publication Site (free)https://www.houjin-bangou.nta.go.jp/
4. Civil and Legal Affairs Association’s Registration Information Service (paid)
https://www.minji-houmu.jp/tohki_jyoho/tohki_jyoho.html“The same head office” means that the address at which the head office is to be registered (address) is aplace that cannot be separated from the location of another company that has already been registered.

■ Cases not falling under the same head office (Registration is permitted)
If it can be clearly separated from the head office location of another company that has already beenregistered, it does not fall under the same head office.
Registered address

Address for which registration is being
considered#101 1-chome 1-ban 1-go XX, XX-ku, Tokyo#102 1-chome 1-ban 1-go XX, XX-ku, Tokyo

1F 1-chome 1-ban 1-go XX, XX-ku, Tokyo

2F 1-chome 1-ban 1-go XX, XX-ku, Tokyo■ Cases falling under the same head office (Registration is not permitted)
If it cannot be clearly separated, it falls under the same head office.
Registered address
1-chome 1-ban 1-go XX, XX-ku, Tokyo

Address for which registration is being
considered
1-chome 1-banchi 1 XX, XX-ku, Tokyo
1-chome 1-ban-1 XX, XX-ku, Tokyo
1-chome 1-1 XX, XX-ku, Tokyo
1-1-1 XX, XX-ku, Tokyo#101 1-chome 1-ban 1-go XX, XX-ku, TokyoXX Building 1-chome 1-ban 1-go XX, XX-ku, TokyoXX Building 1-chome 1-ban 1-go XX, XX-ku, TokyoXX Building XF 1-chome 1-ban 1-go XX, XX-ku,
Tokyo(Note) The address shall be written in Japanese. There are no special restrictions on how street addresses are displayed.
When registering in the company register, it is obligatory to state up to the street and house number, and thebuilding name and room number are optional (the head office location stated in the articles of incorporation can be
up to the minimum administrative district (municipalities and 23 wards of Tokyo). See “3) Head office location” onpage 21.

17

I. Procedures for establishing a company

2) Obligation to indicate the type of company (Article 6, Paragraph 2 of the Companies Act)
The type of company is added before or after the business name.
Example: 株式会社 XXX, or XXX 株式会社In the case of a company, the Japanese terms, such as 株式会社 (Kabushiki-Kaisha), 合名会社 (GomeiKaisha), etc., must be used according to the type of company, and “K.K.,” “Company Incorporated,”“Co., Inc.,” “Co., Ltd.,” etc., cannot substitute for “株式会社 (Kabushiki-Kaisha).” It is stipulated thatthe type of company must be written in “Kanji”.
3) Characters, signs, and symbols that may be used for the registration of businessnames (Article 50 of the Regulations on Commercial Registrations) and their usagea) Characters, signs, and symbols that can be used
Characters, signs, and symbols that can be used
Japanese characters

Kanji (characters included in unified characters for registration), hiragana,katakana

Roman alphabet

Capital letters and small letters from A to Z (letters with accents that are notused in Japan, such as à or Ñ, are not allowed)

Arabic numerals

0123456789

Signs and symbols“&” (ampersand), “ ’ ” (apostrophe), “,” (comma), “-” (hyphen), “.” (period), “·”(midpoint), “ ” (space)
The signs and symbols listed here may be used only when they are used assigns or symbols to separate words (including Japanese characters).
Therefore, they cannot be used at the beginning or end of a business name.
However, “.” (period) may be used at the end of a business name as anabbreviation. Also, “ ” (space) may be used to separate words only when abusiness name includes multiple words written in Roman alphabet.

b) Examples of permitted business names
株式会社ミプロ
株式会社MIPRO
株式会社A＆B
株式会社AʼBʼC
株式会社A.B.C
株式会社A.B.C.

株式会社ミプロJapan
株式会社A,B,C
株式会社A・B・C

株式会社MIPRO Japan
株式会社A-B-C
株式会社777c) Examples that are not permitted as business names
Company name18

Reason for disapproval

株式会社ミプロ ジャパン

A space is inserted between Japanese characters. A businessname can contain spaces only when it includes more than one
word written in Roman alphabet.

株式会社 MIPR O

A case where a space is inserted between the letters R and O. It is
not a space between words written in Roman alphabet. A businessname can contain spaces only when it includes more than one
word written in Roman alphabet.

株式会社 A&

Signs and symbols may not be used at the beginning or end of any
part of a business name except where it represents the type ofcompany.

株式会社－

The sign hyphen is not used for the purpose of separating thewords.

I. Procedures for establishing a company

Relevant Knowledge

Available foreign language characters
The Kanji characters to be used for business name registration shall be selected from thoseregistered in the Ministry of Justice’s registration system (unified characters for registration).** It is an extension of the Ministry of Justice’s “unified family register characters” and includes nonstandard charactersused for registration, Kanji characters not found in Japan but found in other countries, and signs and symbols.

“Registration/deposition online application system (Toki-net/Kyotaku-net)” Ministry of Justicehttps://www.touki-kyoutaku-online.moj.go.jp/cautions/kankyo/charaset.html
If the foreign characters you would like to use are not included in the unified characters forregistration, you usually register them in Roman alphabet, Kanji, or katakana based on the
pronunciation of the foreign characters.

4) Restrictions on words used in certain industries
For highly public industries, such as banks, trust banks, and insurance companies, it is necessary to use
words representing each industry, such as “bank,” “trust,” and “insurance” in the business name.
Conversely, for other industries, these words cannot be used in business names to prevent misidentification(Article 6, paragraphs (1) and (2) of the Bank Act, Article 7 of the Insurance Business Act, and Article 14,
paragraphs (1) and (2) of the Trust Business Act).
5) Prohibition of characters that indicate part of a company
You may not use the words “branch,” “branch office,” or “local office” in the business name of the head
office of a company, or the words indicating a division of a company, such as “division,” “real estate
department,” “publishing department,” or “sales department.” Also, “株式会社 ABC Tokyo Branch” cannot
be used. If you are unsure, please consult with the Legal Affairs Bureau in advance.
6) Other restrictionsa) Prohibition of “the act of causing confusion by using well-known trademarks”(Article 2, Paragraph (1), Item (i) of the Unfair Competition Prevention Act)
“The act of causing confusion by using well-known trademarks” refers to the act of creating confusion
among consumers and others with other peopleʼs products or businesses by using the same or similarlabeling as other peopleʼs product labeling (business name, mark,* trade mark,** etc.) that is widely
known in a certain region or industry. The Unfair Competition Prevention Act prohibits this practice.
The requirement for this type of act involves “well-known” and “provocation of confusion.” Therefore,
if a particular business name is well known in City A but not in City B, there may be a lower possibility ofconfusion due to the use of the business name in City B, and in such cases, the use of the same or similarlabeling may not be considered an “act of causing confusion by using well-known trademarks.”* Mark: among those which can be perceived by people, any character, figure, sign or three-dimensional shape or color, or any
combination thereof; sounds, or anything else specified by Cabinet Order (the clause of Article 2 Paragraph 1 of the Trademark Act).
“Mark” is a broad concept that includes “trademark.”** Trademark: a mark used in the course of trade for goods or services.

19

I. Procedures for establishing a companyb) Prohibition of “the act of exploitation of prominent persons”(Article 2, Paragraph (1), Item (ii) of the Act)
“The act of exploitation of prominent persons” refers to the act of registering as oneʼs own businessname or trademark that is the same as or similar to that of a famous company. “Familiarity” to the extent
that it is nationally known is required, but “confusion” is not a requirement.
c) Prohibition of “names contrary to public order and morality” (Article 90 of the Civil Code)Names that violate public order and morality cannot be used as business names. The decision as towhether or not names are contrary to public order and morality is left to the registrar of the Legal Affairs
Bureau or District Legal Affairs Bureau (if you disagree with the decision, you can file a lawsuit forrevocation, etc.).
(Examples of names contrary to public order and morality)- Name offensive to the general public (including such a word that is discriminatory or suggestive ofillegal activity)- Names that are likely to mislead relevance with administrative organizations, public institutions, etc.
- Names indicating national qualifications, etc. (e.g., Kabushiki-Kaisha Certified Tax Accountant)(3) Determination of basic matters
The basic matters of the company are the following six items which are the minimum necessary to bestated in the articles of incorporation and registered matters.
1) Business objectives (details of business)
A company may not conduct any business other than the business objectives stated in the articles ofincorporation (one or more business purposes are acceptable). In addition, the business objectives require
legality (the business objective does not violate laws or regulations or public order or morals), profitability(the purpose is to generate profits), and clarity (the content is explained in terms that are clear enough forthe general public to understand). Illegal activities are out of the question, but volunteer work and charity
work are also inappropriate for business objectives. As for the wording used to describe the businessobjectives and the details of the description, it is a shortcut to refer to the registered business objectives ofother companies in the same industry.
Chart 7: Sample Entries of Business Objectives
Type of business

20

Sample Entry

Eating and drinking

Management of restaurants, coffee shops, and catered lunchbox stores

Sales

Sale of alcoholic beverages and food
Import and sale of daily necessities and fashion goods

Trade and export/import

Import and sale of fashion goods
Management of import and export agency
Purchase, sale, and export of used automobiles

Human resources dispatch

Worker dispatching business based on the Worker Dispatching Act
Dispatch of human resources, such as cram school and prep school
instructors

Information and communication

Website planning, construction, design, production, operation, and maintenanceSale of goods in online storesTranslation and interpretation

Translation and interpretation services in foreign languages

I. Procedures for establishing a company

It is possible to change the business objectives of the articles of incorporation during the course ofcompany management, but a resolution at a shareholders meeting and a registration and license tax are
required each time. For this reason, if you have a business that you do not plan to start immediately after
establishment but would like to start in the future, you can include it in your business objectives inadvance. In practice, a number of specific business objectives are stated, and the phrase “any businessincidental or related to the preceding items” is often added at the end of the business objectives. Whendescribing multiple business objectives, it is important to devise ways to ensure that there is a relationshipand consistency between the business objectives so that interested parties do not get the impression that
too many unrelated objectives are included.
In the case of businesses that require authorization or license from administrative agencies, such as the
management of restaurants, authorization or license may not be granted unless the business name is clearlystated as the business objectives of the company in the certified copy of company register as a requirement
for authorization or license.
In Japan, anyone can obtain a certified copy of another companyʼs register.* Interested parties, such ascounterparties and creditors, can confirm the information contained in the publicly announced certified
copy of another companyʼs register, thereby enhancing the security of transactions.
* A certificate of registered matters (a certified copy of company register) can be obtained by anyone from any company throughprescribed procedures at a registry office, such as the Legal Affairs Bureau.

2) Business name (company name)
You can decide freely within certain rules prescribed by the Commercial Registration Act. It is a goodidea to use a company name that makes it easy to visualize the type of business and its operations (see “(2)Prior confirmation of business names” on page 16 for information on how to determine business names
and other information). When a sole proprietorship is incorporated, it is also possible to take over thebusiness name that was used until then as the trade name.
3) Head office location
The address of the company (head office) stated in the articles of incorporation does not necessarily
have to correspond to the office where the business activities are actually conducted. In other words, thehead office can be located anywhere in Japan, and it does not matter if the location is different from where
the actual business activities are conducted. You may decide only the municipality where the head office islocated at the time of the preparation of the articles of incorporation (the head office location stated in thearticles of incorporation can be up to the minimum administrative district (municipalities and 23 wards ofTokyo)), and decide the street address before registration. Also, when the location (address) of the head
office has not yet been decided, it is possible to register your house as the head office.
Although it is possible to set up and register a company with your home as the head office, you should
be aware that you may not be able to do so depending on the details of your business and the requirements
for the status of residence. The following explanations provide more details:

21

I. Procedures for establishing a companya) Feasibility based on lease agreements
If your home is a leased property contracted as “residential use” or “not available for business,” theproperty (home) cannot be registered as the head office because the property cannot be used as the base ofbusiness under the contract. In that case, it is necessary to negotiate with the landlord or property
management company in advance and make a special agreement to allow the leased property to be used
for business.
It is important to note that even if it is possible to use the property for business purposes under thecontract, the property cannot be registered as the head office that satisfies the office requirements unlessthe requirement for the “Business Manager” status of residence (to secure a facility in Japan to be used
exclusively as an office for carrying out the business) is met, as described in “Relevant Knowledge ʻIs ahome-cum-office allowed?ʼ” on page 11. It is essential to have a prior meeting with the landlord orproperty management company regarding the intended use of the leased property.
b) Feasibility based on the “Business Manager” status of residence requirements
In order for a foreign national to obtain the “Business Manager” status of residence necessary forestablishing and managing a company in Japan, it is necessary to secure business offices or stores inadvance. In this case, the “Business Manager” status of residence is not allowed if the contract under thename of an individual or the intended use of the property is “residential.” Therefore, if you register yourhome as the head office location for any reason, you will need to secure an office separate from your home
and then apply for the status of residence.
Reference Information

All documents and communications from tax offices and pension service offices are sent to yourregistered address. If you have registered only your street address (without room number) in a
multi-unit dwelling, there is a risk that documents may not be delivered correctly. The sameproblem occurs when the registered address differs from the address of the office where thebusiness is actually conducted.

4) Amount of stated capital (contributions)With the enforcement of the new Companies Act in 2006, it became possible for a Kabushiki-Kaisha tobe established with a stated capital of one yen.
When a foreign national establishes a company in Japan, the Legal Affairs Bureau usually does not ask
where the capital comes from. However, when applying for a status of residence, the origin of thecontribution becomes a subject of scrutiny during the review process by the Immigration Services Bureau.
Although the hurdle in terms of the amount of capital involved in the establishment of a Kabushiki-Kaishahas been lowered, foreign nationals need to meet the criteria related to the scale of business in order toobtain the “Business Manager” status of residence for starting a business in Japan and running a company.
Chart 8: The Ministerial Order(Excerpt)

22

Activities

Criteria

Activities related to“Business Manager”

The applicant satisfies all of the following conditions:
1. - Omitted 2. The size of the business pertaining to the application falls under any of thefollowing requirements:(a) the business is conducted by at least two full-time employees residing in Japan(except for foreign nationals residing in Japan with a status of residence listed
in the left-hand column of the Appended Table I of the Act) other than those
who operate or manage the business;(b) the amount of the stated capital or the total amount of the contribution is atleast five million yen;(c) the size of the business is found to be equivalent to the size set forth in (a) or (b).
3. - Omitted -I. Procedures for establishing a company

In light of the Ministerial Order, it can be interpreted that a business operated by two or more full-time
employees residing in Japan, other than the applicant, can substitute for a capital amount requirement of atleast five million yen.* However, in practice, it is common to apply for the “Business Manager” status ofresidence by establishing a company with a stated capital of five million yen or more. During this process,it is very important to be able to explain the source of the funds.
* The company is required to maintain a stated capital of five million yen or more on an ongoing basis, which is confirmed in thebalance sheet of the statement of accounts submitted when applying for permission to renew the status of residence.

The initial capital may be borrowed, but the source and route of remittance must be clarified. For
example, in the case of borrowing from a parent or relative, a loan agreement, and statements and recordsof transfers and remittances (date and time, remittance route, etc.) are required, and in the case ofborrowing from a financial institution, such as a bank, a loan agreement is required. If an international
student invests a large amount of money in starting a business, the source of the funds will be an importantfactor in the examination in relation to activities outside the scope of the resident status while staying inJapan under the “Student” status. Make sure to keep a record with a savings passbook.
If the amount of stated capital is too small, working capital cannot be secured, it is difficult to pass theexaminations by financial institutions, or the company may be mistaken for a shell company. This may
bring about negative elements for business operations. In addition, some businesses that requireauthorization have a minimum capital amount (Example: In the case of a fee-based employment placementbusiness, the initial capital of the business is five million yen or more).
The minimum line of stated capital for the company will be determined based on the initial financial
plan (“working capital” + “Equipment fund” = “Contributions (Capital)” + “Borrowings”). The amount ofstated capital required depends on the nature of your business, so it is hard to say for sure; however, since
it is not always possible to start a business and immediately generate revenue, you need to budget enoughto sustain your company without sales for a period of time. Capital contributions include not only cash but
also goods (in-kind contributions), and intangible fixed assets, such as patent rights, can also be contributedin kind.
5) Institutional designa) Main organs and their roles
The organization of a company includes directors, auditors, and other officers who have the authority tomake decisions and execute business, the shareholders meeting, and the board of directors. The“institutional design” is to determine how many people belong to each of these organizations. The
institutional design of a Kabushiki-Kaisha is mandatory, but it is optional for a Godo-Kaisha.
Chart 9: Main Organs and Their Roles
Type of organ

Role

Shareholders
meeting

Ownership

The highest decision-making body of the company
Constituent members are shareholders.

Director

Management

Execution of company operations (management and operation)

Board ofDirectors

Management

Making decisions to execute the company’s businessSupervising the execution of business by directors

Auditors

Audit

Auditing the operations of directors and accounting advisors(Note) In order to establish a Kabushiki-Kaisha, it is necessary to set up at least a shareholders meeting and directors.
The setup of the board of directors and that of auditors are optional.

23

I. Procedures for establishing a company

Institutional design depends on the size of the company and whether it is a public company. The generalinstitutional design of small and medium-sized enterprises that are “non-large companies” (companies
other than “large companies” as defined in the Companies Act) is almost fixed. For example, if one or two
persons start a business, it is usually “shareholders meeting + directors.” If it is a company without a boardof directors, the company can be established with one shareholder and one director. Since a shareholder
and a director can be the same person, in the simplest institutional design with only one president, it ispossible to establish a Kabushiki-Kaisha with only one person. If you are planning to go public, it will
inevitably become a public company and have a “board of directors” and “auditors,” but you may not needto have them from the beginning. When starting a company on a small scale, it is practical to set up
auditors, accounting advisors, and other officers as they become necessary. If there is more than one personat the time of founding, it is recommended to make clear how the founding members are treated and todesign an institution that is easy to operate.
When officers are selected, a letter of acceptance of assumption is prepared for each officer andsubmitted at the time of application for registration. The letter of acceptance is prepared on a date after thedate of the articles of incorporation.
Chart 10: Major Patterns of Institutional Design (for small companies)[Director(s)] + [Shareholders Meeting]
The simplest pattern, such as a one-person company or a company with one president[Directors] + [Shareholders Meeting] + [Accounting Advisor]
A pattern in which accounting functions are strengthened by bringing in tax accountants, etc., from outside[Directors] + [Shareholders Meeting] + [Auditor]
A pattern of enhancing management transparency through enhanced checking by an auditor[Directors] + [Shareholders Meeting] + [Board of Directors] + [Auditor]
A pattern with speedy decision making and shareholder measures with checking functionsb) Companies without a board of directors and companies with a board of directors
The Companies Act stipulates that a Kabushiki-Kaisha shall have a shareholders meeting, directors, andrepresentative directors as necessary organs, and may have a board of directors, auditors, and financial
auditors as necessary. In the institutional design of a company, the minimum requirements are ashareholders meeting and a director.
When establishing and operating a company, the institutional design of the company can be roughly
divided into the following two categories.
a. Company without a board of directors (shareholders meeting + directors)
b. Company with board of directors (shareholders meeting + board of directors + auditors*)* In the case of a company with a board of directors, it is necessary in principle to appoint an auditor.

24

I. Procedures for establishing a company

Chart 11: Differences between Companies without a Board of Directors and Companies witha Board of Directors
Company without
a board of directors
Number of directors

1 person or more

Company witha board of directors
3 persons or more

Executive authority of directors Granted

In principle, granted to therepresentative director

Method of determining
business execution

Determined by a majority of
directors

Resolutions of the board of
directors

Appointment of auditors

Optional

Necessary in principle

Authority of the shareholders
meeting

May resolve on all matters relating May resolve only on mattersto the Kabushiki-Kaisha
specified by the Companies Act
and the articles of incorporation

Merits

One person or a small number of It is expected to improve external
creditworthiness in corporate
people can start and manage agovernance.
business, and the number ofofficers can be kept to a minimum.

Demerits

Governance tends to be weak if
there is limited restraint on
directors.

Auditors or accounting advisors
will be required in addition to
three or more directors, increasing
the burden of executive
compensation.

• If you are considering a “one-person” company whose shareholder is a director, or a small company, acompany without a board of directors with a high degree of freedom is suitable.
• If you have a lot of members, a vision to grow the company significantly, and a clear direction, it is appropriate
to start as a company with a board of directors by consolidating manpower from the beginning of the company
with an eye toward the future.

It is also possible to start as a small company without a board of directors, manage the company with asmall number of officers to keep costs low, and move to a company with a board of directors when the sizeof the company increases to some extent and the importance of governance increases.
Under the Companies Act, a company with a board of directors can be converted to a company without
a board of directors, or vice versa. In doing so, a resolution to amend the articles of incorporation at theshareholders meeting and an application for registration are required.
c) Privately held companies and publicly held companies
In addition, Kabushiki-Kaisha can be classified into a privately held company (Hereinafter “privatecompany”) and a publicly held company (Hereinafter “public company”). A private company is a company
that imposes restrictions (transfer restrictions) on all shares issued by the company that shareholders are
not free to transfer.
On the other hand, a company without such transfer restrictions is called a public company. There are anumber of differences in the Companies Act between the two, but the major differences are “institutional
design” and “executive term of office.”25

I. Procedures for establishing a company

Chart 12: Major Differences between Privately Held Companies and Publicly Held Companies
Privately held company
Number of
directors

One or more

Publicly held company
Three or more

Board of directors Not required to be installed

Required to be installed

Auditors

Not required to be installed

Required to be installed

Term of office

Extension of terms of both directors andauditors is possible up to 10 years.

Two years for directors
Four years for auditors- Flexible institutional design is possible.
- The company’s management rights arestable.
- When without a board of directors, thedirectors can make decisions quickly.

- It is possible to list stocks and easier toraise money than privately heldcompanies.
- Generally, it is more creditworthy than aprivately held company

Features

In principle, shareholders are free to transfer or buy and sell their own shares. However, in cases where
only relatives or family members are shareholders, as a private company rather than a public company,
restrictions may be placed on the transfer of shares so that they do not fall into the hands of people who are
undesirable to the company. In addition, in a private company, the transfer of shares requires approval by
the company.
6) Business year (incorporation date and closing date of accounts)
The date of incorporation and the fiscal year-end of the company can be freely determined, but thetiming of tax payment and the amount of tax will be affected depending on when the fiscal year-end is set.
In general, many companies set the business year from April 1 to March 31 of the following year inaccordance with the fiscal year of the national and local governments. If there is no advantage in aligningwith the fiscal year of the government or other entities, a decision will be made by taking into
consideration the expected busy period, such as the companyʼs fiscal year-end, tax saving measures, andcash ﬂow. In addition, the establishment date is generally set to be one year prior to the closing date, notexceeding one year from the closing date (e.g., if March is the fiscal year-end, the incorporation date may
be any day in April).
For sole proprietorship, the calendar year automatically becomes the business year (even if the business
opens in April 2023, the first year is from January to December of the same year, and the second year isfrom January to December 2024).

(4) Preparation of company representative seal, etc., acquisition of sealcertificates of incorporators
Seals shall be prepared for registration and incorporation procedures and business operation after
establishment. A company can be established if it has a registered company seal (representative seal), but
in addition to this, a bank transaction seal, a square seal (company seal), and a rubber stamp (address seal)
are usually prepared. The seal certificate of the incorporator* is required when the articles of incorporation
are certified at the notary public office, and the seal certificate of the representative* is required when the
representative seal is filed with the Legal Affairs Bureau. Therefore, incorporators, etc., should prepare theseal certificates in advance. The validity period of seal certificates is three months from the issue date.
* If you are a non-resident and do not have a registered seal, prepare a signature certificate instead of a seal certificate.

In Japan, it is common to use a personal or company seal to stamp documents to indicate oneʼs intention
or that of the company.

26

I. Procedures for establishing a company

Chart 13: Types of Seals and Their Uses
Name

Features

Description

Company’s
registered seal*

A seal that has been officially accepted after applying for seal registration
at the Legal Affairs Bureau of the head office location. It is used mainly forstamping important documents, such as contracts, and is also called a“representative seal.” In general, the name of the representative should not
be included, because it is common for the new representative to take overthe same representative seal even if the representative is replaced.

Personal
registered seal

A seal that has been accepted after applying for a seal registration at themunicipal office or town hall where the owner is registered as a resident. It
is used for stamping important documents, such as real estate transaction
contracts.

Company’s banktransaction seal

A seal of a company registered with a bank or other financial institution. It
is used when opening a corporate account or when disbursing or receiving
company’s money (withdrawals, remittances, drawing of drafts and checks,etc.).

Personal banktransaction seal

A seal of an individual registered with a bank or other financial institution. It
is used when an individual pays or receives money (withdrawals,
remittances, drawing of drafts and checks, etc.).

Company’s
unregistered seal

A seal indicating the name of a company. It is equivalent to an unregisteredseal of a company and is used to seal invoices and receipts. It is also
called “kaisha-in” or “shaban.”

Registered sealBanktransaction
seal

Square seal

Title seal

Unregisteredseal

A seal
A seal bearing the title of the position, such as “representative director
representing a title seal” or “general manager seal.” It is used as a seal of agreement orapproval for officials who have the right to make decisions.
Personal
unregistered seal

A general term for seals for which no seal registration has been made. It is
used for documents or transactions that are not important enough torequire a registered seal, such as documents or slips that do not require aseal certificate.

* The size of the representative seal must fit into a square with a side length of not less than 1 cm and not more than 3 cm. Also, you
cannot use easily deformable materials, such as rubber, or illegible typefaces.

Reference Information

Insho (seal): The body of the seal
Inei (seal impression): The mark of the vermilion ink when a seal with vermilion ink is stamped on paper
Inkan (seal impression): A seal impression of a seal registered at a government office or a bank(5) Preparation and certification of articles of incorporation     (in the case of a Kabushiki-Kaisha)
The articles of incorporation set forth the basic rules concerning the operation of a company (business
name, business objectives, head office location, organization, amount of stated capital, etc.). In the case ofincorporation of a Kabushiki-Kaisha, the articles of incorporation are prepared by the incorporators(compiled, signed, and sealed by all incorporators) and become effective only after obtaining certification*
by a notary public at a notary public office. Most of the contents of the articles of incorporation are basedon the matters resolved at the meeting of the incorporators (see page 15). It would be more efficient to start
preparing the articles of incorporation from the time of the resolution of the incorporatorsʼ meeting.
* In the case of a membership company, such as a Godo-Kaisha, certification of the articles of incorporation is not required.

a) Specific procedures
The specific steps from preparation of articles of incorporation to its certification are as follows:i) Determine the basic rules.
ii) Prepare the registered seals and seal certificates of all incorporators.
iii) Prepare the articles of incorporation (original articles of incorporation)* with the consent of allincorporators.
* The articles of incorporation can be changed as necessary even after registration (the latest articles of incorporation are called
the “current articles of incorporation”).

27

I. Procedures for establishing a companyiv) Have the articles of incorporation confirmed in advance at the notary public office (instead of goingto the notary public office, it is possible to call in advance and send necessary documents, such as
articles of incorporation with registered seals and seal certificates, by fax or email and have themchecked). After prior confirmation, prepare three copies* of the articles of incorporation and bindeach of them.*** Three copies: (i) for storage at the notary public office, (ii) for submission when applying for registration of incorporation,and (iii) for in-house storage.
** If the articles of incorporation consist of multiple pages, it is necessary to affix a joint seal in the prescribed manner to showthat the entire document is a single entity. For details on the joint seal, see Part II from page 43.

v) Have the articles of incorporation certified by a notary public at the notary public office. (Inprinciple, all incorporators go to the notary public office at the time of certification. In the casewhere there is more than one incorporator, in practice, an agent shall be appointed from among theincorporators for delegation. A notary public office where the articles of incorporation shall becertified is “a notary public office located in the same prefecture as the address (head office location)of the company.”)vi) Obtain a certified copy of the articles of incorporation.
Reference Information

Online registration of corporations
You can also apply for a corporation registration with electronic articles of incorporation (articles
of incorporation prepared in PDF format) or online.
“Online Application for Commercial and Corporate Registration” Ministry of Justicehttps://www.moj.go.jp/MINJI/minji60.html#01“Easy Registration Application” Ministry of Justicehttps://www.touki-kyoutaku-online.moj.go.jp/mtouki/b) Matters to be described in the articles of incorporation
There are three types of matters to be described in the articles of incorporation.
1) Absolute matters
The following five items must be included (otherwise, the articles of incorporation are invalid).
i) Objectives (objectives of the business conducted by the company)ii) Business name (official name of the company to be registered)iii) Location of the head office (description up to the minimum administrative district (municipalities
and 23 wards of Tokyo) is acceptable)iv) Value or minimum amount of property to be contributed at incorporation(e.g., “10 million yen” or “10 million yen or more”)v) The name(s) and address(es) of the incorporator(s)(to be accurately stated in accordance with the information on the seal certificate(s))

28

I. Procedures for establishing a company

2) Relative matters
The articles of incorporation are valid even if these matters are not stated, but their effectiveness is notrecognized unless they are included.
[Examples]i) Matters concerning contribution in kind		It is not effective unless it is stipulated in the articles of incorporation. Therefore, when establishinga company with non-monetary contributions, it is essential to include such provisions.
ii) Matters concerning the term of office of directors, etc.
		Unless specified in the articles of incorporation, the term of office will be two years according to theregulations, which requires re-election of officers and registration application every two years.
iii) Restrictions on transfer of shares		If this provision is not stated in the articles of incorporation, the transfer of shares will be possible
without the approval of anyone (this provision is often included by SMEs).
		(e.g., “The transfer of shares of the Company shall be approved by a shareholders meeting.”)3) Optional matters
It is optional to include these matters. However, matters that are against the law or public order andmorality cannot be included.
[Examples]i) Number of officersii) Name(s) of the officer(s)iii) Business year
Including this information makes the companyʼs business year clear to third parties.
iv) Method of public notice of the company(e.g., publication in the official gazette, daily newspaper, or electronic public notice)c) Basic structure of the articles of incorporation
In the case of small and medium-sized enterprises (SMEs), the following six chapters are generally
used: General Provisions, Shares, Shareholders Meeting, Directors, Accounting, and Supplementary
Provisions.
Chart 14: Basic Structure and Contents of Articles of Incorporation
Contents

Examples of items to be Included

Chapter 1
General Provisions

Describe basic information about thecompany. This chapter provides an
overview of the company.

Business name, business objectives,
head office location, method of public
notice, etc.

Chapter 2
SharesDescribe provisions concerning thestock.

Total number of authorized shares, nonissuance of share certificates, restriction ontransfer of shares, demand for sale to heirs,
etc., demand for inclusion or recording ofmatters to be stated in shareholder register,
record date, notification of names, etc., ofshareholders, etc.

Chapter 3
Shareholders
meeting

Describe provisions concerning theshareholders meeting.

Time of convocation, convener,
chairperson, notice of convocation,
method of resolution, minutes, etc., of ashareholders meeting

Chapter 4
Director

Describe provisions on directors andrepresentative directors.
Companies with boards of directors andauditors may have separate chapters fortheir descriptions.
Describe provisions on settlement ofaccounts.
Describe provisions other than theabove.

Number, qualifications, appointment, andterm of office of directors; representative
directors and president; compensation of
directors, etc.

Chapter 5
Accounting
Chapter 6
Supplementary
Provisions

Business year, dividend of surplus,
period of exclusion of dividend, etc.
Value of invested property at
incorporation, amount of stated capital
after incorporation, first business year,
directors at incorporation, names ofincorporators, etc.

(Note) Part II of this Guidebook contains sample entries of articles of incorporation.

29

I. Procedures for establishing a companyd) Place of certification of articles of incorporation
Certification of articles of corporations shall be carried out by a notary public affiliated with the Legal
Affairs Bureau or District Legal Affairs Bureau which has jurisdiction over the location of the head officeof the corporation (Article 62-2 of the Notary Act).* The area where a notary public performs notaryʼs
duties shall be the jurisdictional district of the Legal Affairs Bureau or District Legal Affairs Bureau withwhich said notary public is affiliated (Article 17 of the Notary Act). The certification of the articles ofincorporation by a notary public outside the jurisdiction is invalid, so make sure to obtain the certification
at the notary public office where the head office is located.
* For example, the articles of incorporation of a company headquartered in Tokyo may be certified by a notary public affiliated with theTokyo Legal Affairs Bureau (a notary public at a notary public office in Tokyo), but not by a notary public affiliated with any other area.
Reference“List of Notary Public Offices” Japan National Notaries Association
http://www.koshonin.gr.jp/list(6) Payment for shares (contributions)
After certification, you will deposit the stated capital into a bank account. Since the company does not
yet exist at this time (you cannot open a bank account in the name of the company), the capital must be
deposited into the personal bank account of the incorporator, except in certain cases. The problem here is
the opening of bank accounts in Japan by non-residents (such as foreign nationals living abroad or thoseon short-term stays in Japan). If you are a foreign national who has already registered as a resident in Japanand received a residence card, you usually have a bank account in Japan, but this is not the case for a nonresident.
If none of the incorporators has an address in Japan, it is quite difficult to open a bank account to receive
contributions in Japan. In the case where a non-resident does not have a bank account in Japan, thefollowing method has been adopted in the past: i) appointing a cooperator who has an eligible account as areceiving account for contributions; ii) temporarily having the collaborator act as an incorporator or
director at incorporation and transferring the contributions; and iii) retiring the cooperator after completing
the registration of incorporation and after the incorporator has obtained a “Business Manager” visa.
In response to this situation, when a foreign national who does not have an address in Japan establishes
a company in Japan, the Notice of the Director-General of the Civil Affairs Bureau of the Ministry ofJustice dated March 17, 2017 (The Ministry of Justice Min-sho, No. 41) allows them to transfer capital
contributions to the account of a person who has a bank account in Japan (a person who is not anincorporator or a director at incorporation = a third party). In that case, a “power of attorney for the receipt
of contributions” from the incorporator to a third party is required.
Given the above circumstances, it must be said that the hurdles are quite high for foreigners who do nothave bank accounts in Japan to establish a company in Japan alone, and it is essential to secure partners.
Reference

Notice of the Director-General of the Civil Affairs Bureau of the Ministry of Justice (The Ministryof Justice Min-sho, No. 41)
https://www.moj.go.jp/content/001384994.pdf
https://www.moj.go.jp/content/001231093.pdf

30

I. Procedures for establishing a company

The following points should be noted when making stock (contributions) payments.
• Transfer in the name of the incorporator.
Exception: In the case of transfer by a person who is not an incorporator and a director atincorporation based on the Ministry of Justice Min-sho, No. 41
In the case where the fact that all of the incorporators and directors at incorporation do not haveany domicile in Japan is apparent from the descriptions of attachments of a written application for
the registration, the account holder does not have to be an incorporator or a representative director
at incorporation.
• The payment date shall be the certification date of the articles of incorporation or a later date.
Money that has been in the personal account of the incorporator prior to the certification of thearticles of incorporation is not recognized as the payment, so in this case, the money should be
withdrawn and then deposited again.
• The payment amount shall be equal to the amount of stated capital.
• In the case of multiple incorporators, one of the following methods may be used:- One representative is selected and each incorporator pays into the personal account of therepresentative.
- Each incorporator makes payments into their respective personal accounts, and copies of theprescribed pages (cover page, the page following the cover page, and the page showing theconfirmation of deposit) from their passbooks are combined (gattetsu*). If you use an online bank,print out the pages containing this information from the online transaction screen.
* To bind several sheets of paper, booklets, etc., into one.

■ Payment handling institutions
Payment handling institutions include not only the head and branch offices of Japanese banks in Japanbut also branches of foreign banks in Japan (banks established with the authorization of the Prime
Minister). Overseas branches of Japanese banks are also included (The Ministry of Justice Min-sho,No. 179 on December 20, 2016), but so-called “overseas local corporations” established under foreign laws
are not overseas branches of domestic banks, and therefore “overseas local corporations” are not includedin the payment handling institutions.
Reference“Payment handling institutions” Ministry of Justicehttps://www.moj.go.jp/MINJI/minji06_00104.html

31

I. Procedures for establishing a company

Relevant Knowledge

Procedures for contributions in kindIn addition to money, contributions can also be made in movables, real estate, securities, etc.
These are called “contributions in kind.” These include equipment (PCs, office automationequipment, etc.), vehicle carriers (company vehicles, etc.), real estate (land, buildings, etc.),
machinery (machine tools, etc.), securities (stocks, etc.), and intellectual property rights (intangible
assets, such as patents, goodwill, trademarks, etc.).
Advantages of making a contribution in kind include i) being able to become an incorporator evenif funds are small, and ii) being able to increase stated capital by making a contribution together withmoney, thereby increasing the creditworthiness of the company (It is possible to establish a
corporation with a capital of one yen, but it is advantageous to have a certain amount of capital toraise funds and improve the credibility of the company).
On the other hand, there are some disadvantages: i) more procedures are required compared tomonetary contributions (If the total value of contributions in kind exceeds five million yen, an
investigation by an inspector appointed by the court is required. If the amount is five million yen or
less, the director at incorporation can conduct an investigation and prepare a Written Report on thecontribution in kind. However, it is important to make the amount reasonably explainable byconsulting with a tax accountant, etc.), and ii) there is a risk of a shortfall in funds (Contributions in
kind incorporate fixed assets held as stated capital and do not increase cash on hand). Therefore,
in some circumstances, it may be necessary to raise funds at an early stage after the establishmentof the corporation. For this purpose, it is desirable to have a firm business plan.
After the investigation of the value (market value) of the assets is completed, the fact that theinvestment was made in kind is stated in the articles of incorporation, and in addition to the “Written
Report” mentioned above, a “Property Transfer Form” and a “Certificate as to Appropriating theAmount of Stated Capital” are prepared. In the case of a contribution in kind, automobiles, realestate, and securities require procedures, such as name change and registration of ownershiptransfer (Office automation equipment, such as personal computers and machinery and equipment,
are deemed to be a contribution if they are transferred).

32

I. Procedures for establishing a company(7) Application for registration of incorporation (establishing a company)       and notification of company seal to the Legal Affairs Bureau
Chart 15: Flow from Application for Registration to Acceptance/Completion of Registration
Application for Registration to Legal Affairs Bureau
Commencement of Examination
Confirm the scheduled registration
completion date at the time of application.*

No defects

Some defects foundBe instructed by the registrar
to make a correctionMakecorrections

Accepted / Completionof registration

Make nocorrection

Withdraw
the application**

Rejected* At the same time, you are recommended to check whether the applicant should inquire about whether correction would be required.
** If the correction cannot be made, you will have to withdraw the application and reapply for registration after dealing with the matter

Within two weeks after the capital payment, the necessary documents * will be submitted to the Legal
Affairs Bureau to apply for registration, and the company representative seal ** will also be registered.
Procedures can be completed either by online application, by mail, or by bringing your own documents to
the Legal Affairs Bureau. Unless the Bureau notifies you of any remarks or corrections, the registration iscompleted within one week to 10 days from the date of application. You can check the completion date at
the Ministry of Justice counter. Once the registration is completed, you will be able to obtain a “Certificate
of Registered Matters” (certified copy of company register).
* Main documents include Application for Registration of Establishment of Stock Company, Articles of Incorporation, Written
Consent on the Amount of Stated Capital, Written Resolution as to Appointment of Directors at Incorporation and Place of Head
Office, Written Resolution of Appointment of Representative Directors at Incorporation, Property Transfer Form, Documents
Evidencing the Payment, and Letters of Acceptance of Assumption.
** For a sample entry of the Seal Registration Form, see “Seal Registration Form” on page 50.

Source:“Online Application for Commercial and Corporate Registration” Ministry of Justicehttps://www.moj.go.jp/MINJI/minji60.html

33

I. Procedures for establishing a company

Reference“One-stop service for incorporation” Cabinet Officehttps://app.e-oss.myna.go.jp/Application/ecOssTop/“Procedures of commercial and corporation registration for foreign nationals and expatriates”
Ministry of Justice
http://www.moj.go.jp/ENGLISH/m_minji06_00004.html

The procedure for the seal registration of a corporation shall be done at the same time as the application
for the registration of incorporation. The procedure is completed by submitting the following three items
together with the “Seal Registration Form.”• Seal to be registered as company representative seal (registered company seal)• The registered seal of the person submitting the application• Seal certificate of the person submitting the application (within three months after issuance)
Relevant Knowledge

Completely online application is convenient for application forregistration of incorporation of a one-person company.
In the case of establishing a one-person Kabushiki-Kaisha or a one-person Godo-Kaisha(Hereinafter referred to as “one-person company” ), if you obtain an electronic certificate ofJapanese Public Key Infrastructure, you can give the required electronic signature to the application
information and all the attached information, so you can apply for the registration of incorporation
completely online without bringing the attachment separately to the Legal Affairs Bureau in yourjurisdiction. In this case, it is necessary to attach electronic articles of incorporation certified by anotary public for the registration of incorporation of the Kabushiki-Kaisha.
“Application for Registration of Incorporation of One-Person Company” Ministry of Justicehttps://www.moj.go.jp/MINJI/minji06_00117.html

Relevant Knowledge

Expenses for establishment of Kabushiki-Kaisha
1. Notary public office
Fees for certification of articles of incorporation
Amount of stated capital:
Less than 1,000,000 yen
30,000 yen
1,000,000 yen or more, less than 3,000,000 yen 40,000 yen
3,000,000 yen or more
50,000 yen
Revenue stamp fee for articles of incorporation
40,000 yen(Not required for electronic certification)
A certified copy charge of articles of incorporation
About 2,000 yen for two books(for application for registration and storage)
2. Legal Affairs Bureau
Registration and license tax

150,000 yen or 0.7% of stated capital,
whichever is greater
Certified copy charge of company register
600 yen per copy(required when opening a bank account and signing a contract)
Seal certificate fee
450 yen per copy(required when opening a bank account and signing a contract)34

I. Procedures for establishing a company

Relevant Knowledge“Submission of seal impression at the time of commercial registration”
is optional when applying for registration online
Online and written applications are used with respect to commercial registration system. Online
applications are available for an application for registration (including the commission of registration),a notification of submission or abolition of a seal impression, and a request for issuance of anelectronic certificate. If you file the registration application online, submitting your seal impression to
the registry office became optional from February 15, 2021. When filing an application for registrationin writing, it is necessary to affix the seal impression that has been submitted to the registry office tothe written application as before.

Chart 16: Online application for commercial registration system
BeforeSeal
registration
form(Seal)

From February 15, 2021

When establishing a company or
corporation, submission of a seal
impression is mandatory.

Sealregistration
form(Seal)

If you apply online, submissionof a seal impression is optional!
* In the case of a written application,
it is necessary to submit a seal
impression as before.

When submitting a seal impression at the same time as applying for registration online
Application form information
Attachment information

Transmit
onlineRegistry
officeElectronic
certificate
Seal
registration
form(Seal)

Must be submitted
in writing(bring or mail)

Application form information
Attachment information

Registry
officeElectronic
certificate
Seal
registration
form(Seal)Can be submitted
in batches online

Electronic
certificate(Note) In the case of a written application (including a written application with a QR code (two-dimensional barcode))or an application by an agent who brings or sends a written power of attorney, you need to submit a seal
impression in writing (paper) as before. It is not possible to file only a notification of submission or abolition of aseal impression.

Source:“Notification of submission or abolition of seal impression online” (Commercial and corporate
registration) Ministry of Justice
http://www.moj.go.jp/MINJI/minji06_00072.html#01

35

I. Procedures for establishing a company

After establishing a company
5 Acquisition of certificate of registered matters and company seal certificate
The Ministry of Justice states that “the registration of incorporation of a Kabushiki-Kaisha and a GodoKaisha shall be completed by the third business day from the day following the acceptance date of theapplication (or the day following the day on which all of the documents required have arrived at theregistry office in the case of an online application) (excluding the period when the number of applications
for registration is large, etc.).”The date of application for registration of incorporation is the date of incorporation of the company.
Therefore, you can conduct business activities as a company from the date of application for registration ofincorporation. However, you cannot obtain a certificate of registered matters (certified copy of company
register)* that certifies the existence of the company and a seal certificate of the company until theregistration is completed. Without obtaining these certificates, you will not be able to create a bankaccount. So, as soon as you are ready, go through the registration process, and prepare the necessary
documents for opening a bank account and notifying the tax office and other government agencies.
In addition, the scheduled registration completion date can be confirmed at the application counter, andeach Legal Affairs Bureau publishes the scheduled registration completion date on the web for eachapplication date.
With respect to online application and written application with QR code (two-dimensional barcode),
you can check the processing status of your application online.
* The difference between a “certificate of registered matters” and a “certified copy of company register” lies in the format, with one
being paper-based and the other being in electronic data format, and they are substantially the same document (the official name is“certificate of registered matters”).
Reference

Legal Affairs Bureau
https://houmukyoku.moj.go.jp/homu/static/kakukyoku_index.html

6 Opening a bank account (corporate account) in the company’s nameOpening a corporate account is optional, and there is no problem with conducting business transactions
through a personal account. However, even for a one-person company, juridical personality and individual
are completely different, and from the viewpoint of external creditworthiness, it is desirable to clearly
separate individual assets from company assets. When utilizing public financing, it is essential to have a
corporate account to receive funds.
There are various options, such as city banks, regional banks, shinkin banks, credit unions, and online
banks. You should select them according to your business type (international, local, etc.). Also, if you
create three different accounts, one for deposit, one for withdrawal, and one for tax payment, and use themfor different purposes, it will be convenient for managing your funds later.
Opening a corporate account is not just a procedural step when starting a business. It is recommended tobuild good relationships with banks, shinkin banks, and other financial institutions, and use themeffectively as sources of consultation for business development (management, expansion of sales channels,
overseas expansion, utilization of information technology, effective use of real estate, inheritance and tax,
legal affairs, business succession, M&A, etc.) as well as for loan and financing functions.
Recent trends, such as money laundering and frequent criminal occurrence using fictitious accounts,
have led to stricter screening of corporate account openings, particularly at major city banks. Financial
institutions may reject your account opening request if the purpose or nature of your business is unclear,
the stated capital is extremely small, or actual office details are unclear. Be sure to prepare well in advanceso that you can provide a convincing explanation when you meet with banks.
36

I. Procedures for establishing a company■ Example of documents required for opening a corporate account (for City Bank A)
1. Mandatory (in principle, original)a. Certificate of all historical matters (within six months of issuance)b. Seal certificate of corporation (within six months of issuance)c. Official identification document of the person in charge of the transaction (one of the following):
Driverʼs license, passport, Individual Number Card, or similar official identification document
d. Material confirming that the authorization, notification, and registration procedures of administrative
organs, etc. have been completed in the name of a corporation and within the expiration date. (in thecase of the relevant industry)e. Residence card (if the representative or the person in charge of transactions is a foreign national)
2. Items to be submitted as necessary
a. Company information, products, brochures, proposals for clients, quotations, purchase orders,specifications, etc.
b. Material confirming the beneficial owner *A copy of the list of beneficial owners, shareholder register, securities report, identification
documents, etc.
* A beneficial owner (BO) is a natural person who is found to have, directly or indirectly, more than one-fourth of the total
number of voting rights of the corporation.

c. Power of attorney (if the person in charge of the transaction does not have the right to represent thecorporation)
Matters described: Name of the principal (corporate name, title, representative name, corporate
address), name of the agent, content of the request, date, and seal impression of
the registered seal of the corporation
Reference Information

Consultation service for opening Japanese subsidiary accounts of foreign companies, etc.
Some banks have established specialized consultation services for foreign companies considering
entry into the Japanese market to open Japanese subsidiary accounts in Japan. The consultation
service of each megabank is as follows:●MUFG Bank, Ltd.
Tel: 03-3240-7886
Contact: Global CIB Planning Division
Global Corporate Sales Group, Global Corporate Banking Officehttps://www.bk.mufg.jp/info/kouza_kaisetu_foreign.html (Japanese)
https://www.bk.mufg.jp/global/globalnetwork/asiaoceania/others/global_subsidiary_banking_info.html●Mizuho Bank, Ltd.
Tel: 03-6838-7391
Contact: Account Opening Consultation Desk, International Business Promotion Office,Business Solution Department
https://www.mizuhobank.co.jp/corporate/account/non_japanese/index.html (Japanese)
https://www.mizuhogroup.com/japan/corporate●SMBC (Sumitomo Mitsui Banking Corporation)
Tel: 03-6871-0251
Contact: Global Business Promotion Department
https://www.smbc.co.jp/hojin/global_biz_contact.html
https://www.smbc.co.jp/global/supporting/(Japanese)37

I. Procedures for establishing a company

Relevant Knowledge

Japan Finance Corporation loans now available at some online banks
In the past, loans from and repayments to the Japan Finance Corporation (JFC) were available
only at financial institutions with brick-and-mortar branches, such as city banks, regional banks, andcredit unions. Since February 2023, it has become possible to use some Internet-only banks forthese purposes. The JFC plans to gradually expand the number of Internet-only banks that canhandle account transfers. As Internet-only banks, which generally charge lower fees and are moreconvenient than brick-and-mortar financial institutions, have begun to handle public loans, options
for raising start-up funds have greatly expanded.
“Notice of Commencement of Handling of Repayment by Account Transfer from Internet-only Banks”
Japan Finance Corporation
https://www.jfc.go.jp/n/info/info_bn/news230201a.html“Account Transfer for Repayment of Loans by the Japan Finance Corporation”
GMO Aozora Net Bank, Ltd.
https://gmo-aozora.com/business/service/account-payment.html

7 Notification to the tax office
The documents to be submitted to various government agencies at the time of establishment varydepending on the type of business and industry. When establishing a new corporation in Japan, you
submit a “Notification of Corporation Establishment” to the Tax Office, etc., (including the prefectural
tax office and municipal office) that has jurisdiction over the location of your head office. Documents to
be attached to the notification (in the case of “a notification of corporation establishment,” articles ofincorporation, certified copy of company register, balance sheet at the time of incorporation, etc.) are
specified.
When a corporation is newly established, it is necessary to submit the following notifications. Pleaseconfirm the details of each notification and the submission deadline.

38

I. Procedures for establishing a company

Chart 17: Notification Forms and the Due Date of Submission of Corporate Tax, Consumption Tax,
Withholding Income Tax, and Local Tax When a Corporation Is Newly Established
Tax
item

Consumption tax
Enterprise tax and resident tax
Resident tax

Municipal government office(Local tax)

Prefectural tax office(Local tax)

Withholding income tax

Tax office(National tax)

Corporate tax

Submission
destination

Notification and application

Explanation

Due date for submission, etc.

Notification of Corporation
Establishment

When establishing a corporation

Within two months after the date ofincorporation

Application Form for Approvalof Filing Blue Return

When obtaining approval for blue return
filing(There are various benefits for blue
return filing.)i) The date when three months havepassed since the date of incorporationii) The last day of the business year of
the first term after incorporation
The previous day of the earlier date of i)
or ii)

Application for Special
Provision for Extension of theDue Date for Filing a Final
Return Form

In cases where a corporation thatcannot file a tax return by the filing due
date because its articles ofincorporation provide that theshareholders meeting or general
meeting of members is to be held
within three months after the last dayof the business year, etc., and thecorporation wishes to apply for an
extension of the filing due date

The last day of the business year forwhich the first application is sought

Report on the Extension of theDue Date for Filing a
Consumption Tax Return

In the case where the Application forSpecial Provision for Extension of theDue Date for Filing a Final Return Formhas been filed and the corporation thatcannot file a tax return by the due date
for filing a return wishes to apply for theextension of the filing due date for a
consumption tax return

The last day of the business year forwhich the first application is sought

Report on the Selection of
Taxable Proprietor Status for
Consumption Tax

In the case where a tax-exempt
business entity chooses to become ataxable business entity

The previous day of the first day of thetaxable period to which the choice shallbe applied

Notification of Establishment of
a Salary-Paying Office

When establishing, relocating, or
closing a salary-paying office

Within one month from the date ofestablishment

Application for Approval Madein Relation to the Special
Provision for Due Dates forWithholding Income Tax

When a payer of salaries always has
fewer than ten people to pay forsalaries and applies for the special
provision that they pay income tax
withheld from salaries collectively twicea yearAs needed

Notification of Corporation
Establishment

When establishing a corporation

It varies by prefecture.

If no notice is given by the end of themonth following the month in which theapplication is submitted, this special
provision shall apply from the payment
to be made two months after theapplication is submitted.
In the case of Tokyo, within 15 days
from the date of incorporation
In the case of Kanagawa, within twomonths from the date of incorporation

Notification of a Disposition of/Application for an Approval of
the Extension of the Due Datefor Filing a Final Tax Return

In cases where a corporation thatcannot file a tax return by the filing due
date because its articles ofincorporation provide that theshareholders meeting or general
meeting of members is to be held
within three months after the last dayof the business year, etc., and thecorporation wishes to apply for an
extension of the filing due date

The last day of the business year forwhich the first application is sought

Notification of Corporation
Establishment

When establishing a corporation

Within two months after the date ofincorporation

A copy of the “Application forSpecial Provision for Extensionof the Due Date for Filing a
Final Return Form” for corporatetax (Accepted)

In cases where a corporation thatcannot file a tax return by the filing due
date because its articles ofincorporation provide that theshareholders meeting or general
meeting of members is to be held
within three months after the last dayof the business year, etc., and thecorporation wishes to apply for an
extension of the filing due date

It varies by municipality.
The last day of the business year forwhich the first application is sought* If you run a business in Tokyo’s 23 wards, you do not need to submit notification to the municipal office.

“Various notification forms” National Tax Agency
https://www.nta.go.jp/taxes/tetsuzuki/shinsei/index.htm
https://www.nta.go.jp/english/Guidelines.htm (English)
For tax-related matters, see the Tax edition of the series.

39

I. Procedures for establishing a company

8 Application for and acquisition of authorization
When starting a business, depending on the type of industry, authorization or license may be required toensure a certain level of technology or hygiene, and the required documents and examination period differ
for each authorization or license.
If you would like to incorporate from a sole proprietorship, you need to reapply for authorization.
Chart 18: Categories of Authorization and License
Application
destination(Note 1)

Details
It is sufficient to reportcertain matters toadministrative
agencies.

Barber and hairdresser Barbers Act
business

Public Health Center

Notification

Cleaning business

Public Health Center

It is necessary to apply
to the administrative
agency and beregistered in a specified
list (public register).

Tour businessTravel Agency Act
Travel agency business

Prefecture

Demolition workbusiness

Construction Business
Act

Prefecture

Warehousing business

Warehousing Business
Act

Local Transportation
BureauGenerally prohibited,
but you can operate if
you apply to theadministrative agency
and pass theexamination.

Taxi and bus
businesses

Road Transportation Act Local Transportation
BureauConstruction business

Construction Business
Act

Prefecture

Pharmacies anddrugstores

Pharmaceutical Affairs
Act

Public Health Center

Restaurant
business(Note 2)

Food Sanitation Act
Act on Control and
Improvement of
Amusement Business

Public Health Center
Police station

Child Welfare Act

Prefecture

Authorization

You can operate if you
Nursery center
apply to the
Security businessadministrative agency
and meet the prescribed
requirements.

Security Services Act

Police station

Liquor manufacturingbusiness

Liquor Tax Act

Tax office

Liquor sales business

Liquor Tax Act

Tax officeLicenseA person with a
specified qualification
may apply to theadministrative agency,
and if they meet theprescribed
requirements, they canoperate.

Real estate business

Real Estate Brokerage
Act

Prefecture

Registration

Permission

Relevant cases

Laws and regulations
providing legal basis

Category

Laundries Act(Note 1) The application destination may differ depending on the area in which the applicant opens the business.
(Note 2) If alcoholic beverages are served after 24:00, the Act on Control and Improvement of Amusement Businessapplies.

In general, personnel requirements, such as the presence or absence of a manager or qualified personnel,
physical requirements, such as the availability of business facilities, and financial requirements, such as theamount of stated capital and own capital, are set.
The procedure is usually carried out at the competent administrative agency after the completion of theregistration of incorporation. Since it may take some time from the start of the procedure to the acquisition,
you should check the requirements and procedures for authorization in advance, and work backward fromthe start of the business to prepare in time. If you are considering the use of startup or institutional loans in
an industry that requires authorization, be aware that loans are generally not granted unless you haveobtained authorization. For details, refer to the “Obtaining Authorization” in this series.

40

I. Procedures for establishing a company

9 Application for status of residence to the Immigration Services Bureau
After the establishment of the company, you need to prepare the application form for the status ofresidence, a business plan, a copy of the notification to the tax office, and other necessary documents, andapply for the “Business Manager” status of residence to the Regional Immigration Services Bureau that has
jurisdiction over the place where you plan to live. In principle, the applicant themselves should submit theapplication, but a designated agent, such as an attorney or administrative attorney who has notified the
Director of the Regional Immigration Services Bureau, can also submit the application.
If permission is granted, the Immigration Services Bureau will notify the applicant or their agent. The
ﬂow for obtaining a residence card is as follows:(1) When you have filed an “Application for Certificate of Eligibility”
     (usually received in the home country)a) Submit the mailed “Certificate of Eligibility” to the Japanese Embassy/Consulate in your homecountry to receive a visa.
b) Receive your residence card at the time of landing examination in Japan.

(2) When you have filed an “Application for Change of Status of Residence”
     (usually received in Japan)
This application is for those who are residing in Japan with other status of residence to change thecontent of their activities and intend to engage in activities that fall under the “Business Manager” statusof residence. The applicant themselves or a designated agent brings the applicantʼs passport, current
residence card, etc., to receive the new residence card.

■ Inquiries on how to fill out each application form, necessary documents, etc.
“Foreign Residents General Information Center” Immigration Services Bureau
https://www.moj.go.jp/isa/consultation/center/index.html
Phone: 0570-013904 (IP, overseas: 03-5796-7112)
Reception hours: weekdays 08:30-17:15
Languages supported:Japanese, English, Chinese, Korean, Spanish, Portuguese, Vietnamese, Filipino, Nepali, Indonesian,Thai, Khmer (Cambodia), Burmese, Mongolian, French, Singhalese, Urdu

41

I. Procedures for establishing a company

10 Notification to government agencies related to employment and social insurance
When hiring employees, you need to notify employment-related and social insurance-relatedorganizations.
In practice, notification to the Pension Service Office, the Public Employment Security Office, and theLabor Standards Inspection Office is not a requirement for obtaining the “Business Manager” status ofresidence. However, if you hire employees before applying for the “Business Manager” status of residence,
you need to submit a notification to the government agencies related to employment and social insurance
before applying for the status of residence.
Chart 19: Notification to Government Agencies Necessary for Opening Business—Employment and Social Insurance
Submission destination

Type of notification

Due date for notification

Requirements

Pension service office

Health insurance andemployees’ pension
insurancei) Notification of new
applicationii) Notification of
acquisition of insured
statusiii) Notification of
dependents• National Pension
Plan Category 3
Insured Persons’
Report Form

Within five days of theoccurrence of the facts• Compulsory enrollmentof all corporate entities• In the case of a sole
proprietorship,compulsory enrollmentof a businessestablishment
employing five or more
employees constantly(voluntary enrollmentof food, drink,entertainment, andservice industries).
Voluntary enrollmentof a businessestablishment withfewer than five
employees• iii) is only for theapplicable person

Public Employment
Security Office

Employment insurancei) Notification for
Establishment ofPlace of Businesscovered by the
Employment Insuranceii) Notification for
Acquisition of
Employment
Insurance
Qualification

Labor Standards
Inspection Officei) Notification of
Establishment ofLabor Insurance
Relationii) Application for
Estimated Premiumof Labor Insuranceiii) Labor Standards
Enforcement Reporti) Within 10 days fromthe day following the
day on which it
became an applicable
entityii) By the 10th day of themonth following themonth in which theemployee was hiredi) Within 10 days fromthe day following the
day on which it
became an applicable
entityii) Within 50 days fromthe day following the
day on which abusiness
establishment
became an applicable
entityiii) Without delay

Source:“Startup Guide 2022 Edition” Tokyo Chamber of Commerce and Industry

42

Both a sole
proprietorship and acorporation become
applicable entities ifthey have at least one
employee who is
employed regularly.

Both a sole
proprietorship and acorporation become
applicable entities ifthey have at least one
employee who is
employed regularly.

II. Document preparation guide

II. Document preparation guideThis section explains the documents required to establish a Kabushiki-Kaisha. The required documents
vary depending on the design of the institution, such as whether a board of directors is established, whether
shares are to be made public, and whether there is a contribution in kind, and the details of the articles ofincorporation.

1 Main documents to be submitted at the time of application for registrationi) Application for Registration of Establishment of Stock Companyii) Articles of incorporation of Kabushiki-Kaishaiii) Seal Registration Formiv) Letter of Consent by the Incorporator with Respect to the Shares Issued at Incorporationv) Written Consent in Case of Setting the Stated Capital and the Capital Reserve with the Consent of
All Incorporatorsvi) Written Resolution as to Appointment of Directors at Incorporation and Place of Head Officevii) Documents Certifying the Selection of the Representative Director at Incorporationviii) Property Transfer Formix) Documents Evidencing the Payment of the Stated Capitalx) Letters of Acceptance of Assumptionxi) Power of attorney, etc.
Source:Legal Affairs Bureau
https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html#anchor1-1

Out of these documents, sample entries of i), ii), and iii) are provided below.

43II. Document preparation guidei.  Application for Registration of Establishment of Stock Company  (Sample Entry)
Source:Legal Affairs Bureau
https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html#anchor1-1
https://www.moj.go.jp/content/001384393.pdf

Affix the receipt number slip here

Application for Registration of Establishment of Stock Company
Furigana
1. Business name
1. Head office
1. Reason for Registration

Completion of the procedures for incorporation byincorporator completed on YY(Reiwa) MM DD.

1. Matters to be Registered
1. The Amount of Tax Baseyen

1. Registration and License Tax

yen

1. Attachments
Articles of Incorporation
Letter of Consent by the Incorporator
Documents Certifying the Selection of the Representative Director at Incorporation
A Letter of Acceptance of Assumption of Director at Incorporation(and Auditor at Incorporation)
Registered Seal Certificate
An Identity Verification Certificate
A Written Report of the Survey as to the Director at Incorporation(and the Auditor at Incorporation) and its Annexed Documents
Documents Evidencing the Payment of the Stated Capital
A Certificate of the Representative Director at Incorporation as to Appropriating
the Amount of Stated Capital
Power of Attorney44

1 copycopy
1 copy
copy
copy
copy
1 copy1 copy1 copy1 copyII. Document preparation guideI hereby apply for registration as described above.

Reiwa

year, month-day

ApplicantRepresentative Director

Contact Phone Number
To:

Legal Affairs Bureau, Branch Office

会社の
代表者
印
Stamp the company
representative’s seal
(daihyosha-in) here.

社の
代表者
印
Affix a joint seal (kei-in)with the company
representative’s seal45

II. Document preparation guide

Revenue Stamp Mount

Revenuestamp(shunyuinshi)Do not affix aseal on therevenue stamp.

社の
代表者
印
Affix a joint seal (kei-in)with the company
representative’s seal46

II. Document preparation guideii.  Articles of incorporation of Kabushiki-Kaisha  (Sample entry)
Source:Tokyo Notary Association
https://www.tokyokoshonin-kyokai.jp/eoaoi/

This is an example of the articles of incorporation for a case where an entrepreneur would like to startwith a small company. In this case, the amount of capital investment (stated capital) is one million yen, but
in order to obtain the “Business Manager” status of residence that allows foreign nationals to conductbusiness in Japan, the amount of stated capital or the total amount of contributions must be at least fivemillion yen per person or equivalent (see “4) Amount of Stated capital” on page 22).

Articles of Incorporation of Kabushiki-Kaisha XXXX
Chapter 1
General Provisions(Business Name)
Article 1 The name of the Company shall be Kabushiki-Kaisha XXXX.
(Purpose)
Article 2 The purpose of the Company shall be the following businesses:
1. Manufacture and sale of XX
2. Import and sale of XX; and3. Any and all businesses ancillary or relating to the preceding items(Location of Head Office)
Article 3 The Company shall have its head office in XX-ku, Tokyo.
(Method of Public Notice)
Article 4 Public notices of the Company shall be published on the official gazette.
Chapter 2
Shares(The Total Number of Authorized Shares)
Article 5 The total number of authorized shares by the Company shall be 100 shares.
(Non-issuance of Share Certificates)
Article 6 No share certificates shall be issued as to the shares issued by the Company.
(Restriction on Transfer of Shares)
Article 7 The acquisition of shares issued by the Company by transfer must be subject to the approvalof the directors. However, in the case of transfer to shareholders of the Company, approvalshall be deemed to have been given.
(Record Date)
Article 8 In the Company, shareholders with voting rights stated or recorded in the final shareholder
register at the end of every fiscal year are the shareholders who should exercise their rights at
the annual shareholders meeting as to the fiscal year.
2. In addition to the provisions of the preceding paragraph, if it is necessary, directors may, by
giving public notice in advance, set a record date on a temporary basis.
(Notification of Names, etc., of Shareholders)
Article 9 Shareholders and registered pledgees of shares of the Company or their legal representatives
shall notify the Company of their names, addresses, and seal impressions by the form
prescribed by the Company.
2. The same shall apply when the matters to be notified set forth in the preceding paragraph arechanged.

47

II. Document preparation guide

Chapter 3
Shareholders meeting(Time of Convocation)
Article 10 The annual shareholders meeting of the Company shall be called within three months after
the end of each business year, and an extraordinary shareholders meeting shall be convened
when necessary.
(Convener)
Article 11 Unless otherwise provided for by laws and regulations, shareholders meetings are convenedby the directors.
(Notice of Convocation)
Article 12 A notice of convocation of the shareholders meeting shall be issued to shareholders entitled
to exercise their voting rights at such shareholders meeting no later than five days prior to
the date of the meeting.
(Chairperson of Shareholders Meeting)
Article 13 The chairperson of the shareholders meeting shall be the director.
2. In case where the director has an accident, the chairperson shall be elected at the relevant
shareholders meeting.
(Resolution of Shareholders Meeting)
Article 14 Unless otherwise provided for by laws and regulations or the Articles of Incorporation, theresolution of the shareholders meeting shall be made by the majority of voting rights of theattending shareholders.
(Minutes)
Article 15 With regard to the proceedings of a shareholders meeting, minutes stating the mattersspecified by laws and regulations shall be prepared and kept at the head office for 10 years
from the day of the shareholders meeting.
Chapter 4
Director(The Number of Directors)
Article 16 The director of the Company is to be one person.
(Qualifications of Director)
Article 17 A Director shall be elected from among the shareholders of the Company. However, thisdoes not preclude the appointment of a person other than a shareholder, if necessary.
(Election of a Director)
Article 18 The director shall be elected when the shareholders with one-third of the voting rights ofshareholders who are able to exercise voting rights attend the shareholders meeting, andthere is a resolution of a majority of the voting rights.
(Term of Office of the Director)
Article 19 The term of office of the director shall be until the conclusion of the annual shareholders
meeting for the last business year ending within 10 years from the time of election.
Chapter 5
Accounting(Business Year)
Article 20 The business year of the Company shall be one year, from April 1 to the last day of March of
the following year.
(Dividend of Surplus)
Article 21 The dividend of surplus shall be made to shareholders or registered pledgees of shares whoare stated or recorded in the final shareholder register as of the last day of each business year.
(Exclusion Period for Dividends)
Article 22 If a dividend of surplus is not received within three years from the date of the provision ofsuch payment, the Company shall be relieved of its obligation to pay such dividend.

48

II. Document preparation guide

Chapter 6
Supplementary Provisions(Value of Property to Be Contributed at Incorporation and Amount of Stated Capital after Incorporation)
Article 23 The value of the property to be contributed at the incorporation of the Company shall be one
million yen.
2. The amount of the Companyʼs stated capital after its incorporation shall be one million yen.
(The First Business Year)
Article 24 The first business year of the Company shall be from the day of formation of the Company
to the last day of March, 20XX.
(The Director at Incorporation)
Article 25 The Director at Incorporation of the Company is as follows:
Director at Incorporation: XXXX
(Names, etc., of Incorporator)
Article 26 The name and address of the incorporator, the number of shares to be allotted atincorporation, and the amount of money to be paid in exchange for shares are as follows:
X-X-X X-cho, XX-ku, Tokyo
Incorporator: XXXX
10 shares, one million yen(Compliance with Laws and Regulations)
Article 27 All the matters not provided in the Articles of Incorporation shall be governed by theCompanies Act and other laws and regulations.
As stated above, the Articles of Incorporation are prepared for the purpose of incorporation of the
Kabushiki-Kaisha XXXX, and the incorporator shall affix their name and seal thereto.

YY(Reiwa) MM DD
Date of preparationof the Articles
of Incorporation

Incorporator: X X X X

印

Impression of
personal
registered seal49

II. Document preparation guideiii.  Seal Registration Form  (Sample entry)
Source:Legal Affairs Bureau
https://houmukyoku.moj.go.jp/homu/content/001328711.pdf

Seal Registration (Revision) Form
Application number (Reception number): XXXXX* Please write in the bold frame.
(District) Legal Affairs Bureau

When applying online, please write the application number or the reception
number in the margin.

Seal impression to besubmitted(Note 2)

Not to hand over the seal impression card.
To hand over the seal impression card
Seal Impression
Card Number 1234-1234567
Predecessor
A person submitting the seal
(Note 3)Day

Kabushiki-Kaisha Homu Shoji

Head /
Principal Office

1-1-1 Kasumigaseki, Chiyoda-ku, Tokyo
Representative Director / Director / Representative Officer

Position

Officer / ()

Taro Homu

Name
Taisho, Showa,
Heisei, A.D.

Birthdate

Born on Year

Month

Day

0101-01-000001

Company Number

Not required for a new company.

If you know it, please write it down.
Seal of (Note 3)

Shiro Homu
The person submitting the seal

(A seal impression registered at themunicipality)* Agent seal not required

The agency

1- 34-1 Nogata, Nakano-ku, Tokyo

AddressMonth

Business Name /Name

A Person Submitting Seal
Impression(Note 1) (Please affix your seal clearly. )Seal

Notification on Year

Branch Office / Sub-Office

Furigana

Taro Homu

Name

Taro Homu

Seal
A seal impression
registered at themunicipality

Power of Attorney
I hereby appoint(Address)(name)

as my agency and delegate the authority to
notify the seal impression (revision of seal) andrequest and receive the original return of attachments.

Year/Month/Day
Address
Name

Seal

Seal of (Note 3)
A seal impression registeredat the municipality

The registered seal certificate issued by the mayor of the municipality shall be made a reference of the attachment tothe application form for registration (Note 4).
(Note 1) The size of the seal must fit into a square with a side length of not less than 1 cm and not more than 3 cm.

(Note 2) The seal impression card can be handed over by the predecessor. Please put check mark in the relevant □, and if you
take over the card, write the number of the seal impression card and the name of your predecessor.
(Note 3) When the applicant submits, please state the address and the name of the applicant and affix the seal impression registeredat the municipality. When the agency submits, please state the address and the name of the agency (no need to affix a seal).
Please also state the necessary matters on the letter of attorney (put a check mark in the relevant □) with the seal impressionof the applicant registered at the municipality. If the address or name of the applicant does not match the address or name of therepresentative in the company register, it is necessary to register a change in the address or name of the representative.
(Note 4) Please attach a registered seal certificate of
the applicant within three months since its issuance tothis notification. When the registered seal certificate
attached to the application form for registration is madea reference, put a check mark in □.

Date of Seal Impression
Processing
Number of Seal

Reception

Research

Input

Verified(Otsu No. 8)

Attachment: Registered seal certificate issued by the mayor of the municipality within three months since its issuance50II. Document preparation guide2 Matters to be noted when applying for corporation registration(1) Applicant for registration and their agent
The representative (the person who will represent the company) applies for the registration of thecompany on behalf of the company. The application can also be made by an agent, in which case a powerof attorney is required.

(2) Due date for registration
In the unlikely event that you fail to register within the time limit for registration and then file anapplication for registration, your application will not be rejected, but the representative of the company
may be subject to a civil fine of up to one million yen from the court.

(3) Correction
After the application, if there are any defects, such as a lack of necessary documents, etc., or an error in
the contents, the registry office will contact the applicant or their agent. Once contacted, the applicant or
agent will respond accordingly. This is called “correction.”** See Chart 15 on page 33 for “correction.”(4) Points to be checked that are often forgotten/mistaken when applyinga) In the application form, “the location of the head office or principal office of the company or
corporation,” “the business name,” “the address of the representative person,” and “the name of therepresentative person” are to be entered.

Application for Registration of Alteration of Stock Company
1. Business name
(Omitted)
Year/Month/Day(Head / Principal Office) X-X XX-cho, XX-shi, XX

Prefecture(Business Name) XX Kabushiki-Kaisha(Address of Representative Director) X-X XX-cho, XX-shi, XX Prefecture(Representative Director) XXXX

Source:“Application form for commercial/corporate registration” Ministry of Justicehttps://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html

51

II. Document preparation guideb) Registration will not be accepted if the cause of registration is dated in the future. An application forregistration must be filed after the cause for registration has taken place. An application for registration
cannot be filed before the cause for registration has occurred.
Example: An application for registration of “Relocation of head office on August 1, 2023” cannot be
filed on July 1, 2023.
c) In the application form, the telephone number of the applicant or their agent that can be reachedduring the daytime (mobile phone number is also acceptable) shall be entered. If the registry office does
not contact you until the scheduled registration completion date, it means that the registration process
has been completed without the need for any corrections, etc.
d) When the registration and license tax is paid by revenue stamps, they are affixed to the revenue stamp
mount, etc. In this case, if revenue stamps are stained or sealed over two edges, they will not be usable,
so be careful when handling them.
e) To affix a seal to the application form (in the case of an application by the applicant themselves) or
power of attorney (in the case of an application by an agent), use the seal that was submitted to theregistry office. In the case of an application by an agent, the agent should affix their own seal (of anykind) to the application form.
f) If the application form consists of two or more sheets, the person who has stamped the application
shall seal the joint of each page. Note that “two or more sheets” here means the number of sheets
including the revenue stamp mount.

Application for Registration of
Establishment of Stock Company

Get stapled

1. Business name
(Omitted)

Matters to be Registered (Attachment)(Business Name) XX Kabushiki-Kaisha(Head Office) X-X XX-cho, XX-shi, XX(The rest omitted)

Revenue Stamp Mount

Revenue
stamp

Seal

Year/Month/Day
X-X XX-cho, XX-shi, XX Prefecture
XX Kabushiki-Kaisha
X-X XX-cho, XX-shi, XX Prefecture
Representative Director: XXXX

Joint seal

Seal
(Page 1)(Page 2)

Source:“Application form for commercial/corporate registration” Ministry of Justicehttps://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html

52(Page 3)

II. Document preparation guideg) If there are attached documents that you wish to have the original returned, submit the “original” anda certified “copy of the original.”
In principle, the original documents should be attached to the application form. For this reason, you
may request a return of the original of the attached documents that you need to keep the originals, suchas minutes and permission documents. When requesting a return, be sure to submit a copy of theoriginal (if there are multiple pages, staple them together) with the person who affixed their seal on theapplication form stating, “It is identical to the original, “ and their name, together with the original.

Minutes of the XX Annual
Shareholders Meeting
The Annual Shareholders Meeting
was held in the Conference Roomof the Company's Head Office from
XX:XX a.m. on MM DD, YYYY.

Proposal No. 1(Omitted)
Proposal No. 2(Omitted)
Proposal No. 3(Omitted)
Proposal No. 4(Omitted)(Omitted)

In order to clarify the above resolution,
the minutes shall be prepared and the
Chairperson, the attending Director,
and the auditor shall affix their names
and seals thereto.
Year/Month/Day

Annual Shareholders Meeting of
XX Kabushiki-Kaisha
Representative Director: XXXX (Seal)
Director: XXXX (Seal)
Auditor: XXXX (Seal)(Page 2)

(Page 1)(Page 3)

Minutes of the XX Annual
Shareholders Meeting

Get stapled

The Annual Shareholders Meeting
was held in the Conference Roomof the Company's Head Office from
XX:XX a.m. on MM DD, YYYY.
(Omitted)
It is identical to the original.
XX Kabushiki-Kaisha
Representative Director: XXXX

The person affixed their seal on
the application form states,"It is identical to the original,"
and their name.

(Page 1)

Source:“Application form for commercial/corporate registration” Ministry of Justicehttps://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html

53II. Document preparation guideh) When making corrections, make sure that the information before and after the correction is made isclearly visible (use of correction ﬂuid or correction tape is strictly prohibited). Here is an example of
how to make a correction:
1. Cross out the part to be correct with a double line.
2. Write the correct information near the double line.
3. Indicate the number of characters added and the number of characters deleted in the margin andaffix a correction seal (when correcting an application form, use the seal stamped on theapplication form; when correcting an attached document, use the seal stamped on the attacheddocument) near them.

Seal

Two characters deleted
Three characters added

Application for Registration of Establishment of Stock Company
１．商号 法務商事株式会社

１．本店 東京都杉並区霞が関一丁目一番一号
千代田(Omitted)

Source:“Application form for commercial/corporate registration” Ministry of Justicehttps://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html

54

III. Consultation counter and inquiry destination

III. Consultation counter and inquiry destination
I. Public support agencies and organizations● Regional Head Offices of the Organization for Small & Medium Enterprises andRegional Innovation

Eligibility: Entrepreneurs, small and medium-sized enterprises who are taking a new step
Services: Dispatch of experts, business startup consultation, provision of information on incubation
facilities, etc.
Location: 10 locations nationwide
Inquiries: https://www.smrj.go.jp/regional_hq/index.html
https://www.smrj.go.jp/english/about/network.html
https://www.smrj.go.jp/venture/index.html
https://www.smrj.go.jp/english/activities/● Prefectural Small and Medium Enterprise Support Centers

Eligibility: Small and medium-sized enterprises who want to have business or financing consultations
Services: Business diagnosis, dispatch of experts, etc.
Location: All prefectures and ordinance-designated cities
Inquiries: Local Support Centers
https://zenkyo.or.jp/association/● Startup Support Center, Tokyo Chamber of Commerce and Industry

Eligibility: Small and medium-sized enterprises who have issues related to startup, businesssuccession, new business development, and financing
Services: Consultations on issues at the time of business startup, such as procedures forstarting a business, and the public loan system that can be used at the time of startup
Location: Marunouchi Nijubashi Building, 3-2-2 Marunouchi, Chiyoda-ku, Tokyo 100-0005
Inquiries: TCCI Business Support Desk
TEL. 03-3283-7767
https://www.tokyo-cci.or.jp/entre/
https://www.tokyo-cci.or.jp/english/our_main_missions_and_commitments/business_support/● Mirasapo plus

Eligibility: Small and medium-sized enterprises and small-scale enterprises
Services: Introduction of “support systems,” such as subsidies, grants, benefits, loans, and tax breaks
Inquiries: The Small and Medium Enterprise Agency
TEL. 03-3501-1511 (Main number)
https://mirasapo-plus.go.jp

55III. Consultation counter and inquiry destination● Small and Medium Enterprises 119

Eligibility: Small and medium-sized enterprises and small-scale enterprises, etc.
Services: Introduction of appropriate support organizations for problem solving
Inquiries: Secretariat for Dispatch of Experts
TEL. 03-5542-1685
https://chusho119.go.jp/
Remarks: Operation entrusted by Small and Medium Enterprise Agency● Japan Finance Corporation (JFC)

Eligibility: Founding entrepreneur, etc.
Services: Consultations on starting a business, support for loans to startup companies withdifficulty in raising funds, etc.
Locations: General Support Desk (152 locations nationwide), Business Startup Support Center(15 locations nationwide), Business Support Plaza (6 location nationwide), etc.
Inquiries: General Business Startup Support
https://www.jfc.go.jp/n/company/national/initiation.html
https://www.jfc.go.jp/n/english/
Business Support Plaza
https://www.jfc.go.jp/n/finance/sougyou/ijuusougyou/location/index.html
Enterprise Fund Consultation Dial
TEL. 0120-154-505
https://www.jfc.go.jp/n/inquiry/● Japan Federation of Credit Guarantee Corporations (JFG)

Eligibility: Small and medium-sized enterprises and small-scale enterprises
Services: Acting as a guarantor of loans to make it easier for companies to obtain businessfinancing from financial institutions
Location: 2-1 Kandatsukasamachi, Chiyoda-ku, Tokyo 101-0048
Inquiries:
https://www.zenshinhoren.or.jp
https://www.zenshinhoren.or.jp/english/
List of Credit Guarantee Associations in Japan
https://www.zenshinhoren.or.jp/nearest/● Tokyo One-Stop Business Establishment Center (TOSBEC)

Eligibility: Those considering opening a business in Tokyo
Services: Various procedures such as certification of the articles of incorporation, registration,
taxation, pension, social insurance, and immigration management, which arenecessary for incorporating a corporation or start a business
Location: Japan External Trade Organization (JETRO) Headquarters
Ark Mori Bldg. 7F, 1-12-32 Akasaka, Minato-ku, Tokyo 107-6090
Inquiries: TEL. 03-3582-4934
https://www.startup-support.metro.tokyo.lg.jp/onestop/jp/
https://www.startup-support.metro.tokyo.lg.jp/onestop/en/

56III. Consultation counter and inquiry destination● Japan External Trade Organization (JETRO)

Eligibility: Those considering overseas business
Services: Export/import and investment advice (such as trade promotion methods, overseas
market information, and investment-related information)
Location: Ark Mori Bldg. 1-12-32 Akasaka, Minato-ku, Tokyo 107-6006
Inquiries: JETRO General Information
TEL. 03-3582-5511
https://www.jetro.go.jp/
https://www.jetro.go.jp/en/
JETRO Domestic Officehttps://www.jetro.go.jp/jetro/japan/list.html
https://www.jetro.go.jp/en/jetro/worldwide/japan/● Manufactured Imports and Investment Promotion Organization (MIPRO)

Eligibility: Those considering starting a business
Services: Consultation on procedures for establishing and starting a company, etc.
Location: World Import Mart Bldg. 6F, 3-1-3 Higashi Ikebukuro, Toshima-ku, Tokyo 170-8630
Inquiries: TEL. 03-3989-5151
https://www.mipro.or.jp/advisement/
https://www.mipro.or.jp/english/advisement/index.html

57

III. Consultation counter and inquiry destination

II.  Professional Associations● Japan Federation of Certified Administrative Procedures Legal Specialists

Associations (Administrative Attorney)

Services: Consultations on obtaining various types of licenses and approvals, such as
application for Certificate of Eligibility, application for change of status of residence,
and application for business permission, etc., and creation of articles of incorporation
Location: Toranomon Towers Office 10F, 4-1-28 Toranomon, Minato-ku, Tokyo 105-0001
Inquiries: TEL. 03-6435-7330
https://www.gyosei.or.jp/
https://www.gyosei.or.jp/about/language/english
Prefectural Association of Certified Administrative Procedures Legal Specialists
https://www.gyosei.or.jp/about/disclosure/membership.html● Japan Federation of Shiho-Shoshi Lawyer’s Associations (Solicitor)

Services: Consultation on registration, acting as agent for registration procedures, etc.
Location: 4-37 Yotsuya Honshio-cho, Shinjuku-ku, Tokyo 160-0003
Inquiries: TEL. 03-3359-4171
https://www.shiho-shoshi.jp/
https://www.shiho-shoshi.jp/global/english/
List of Shiho-shoshi Associations in Japan
https://www.shiho-shoshi.or.jp/association/shiho_shoshi_listh/
List of Shiho-shoshi General Consultation Center
https://www.shiho-shoshi.or.jp/activity/consultation/center_list/● Japan Federation of Certified Public Tax Accountants’ Associations(Certified Public Tax Accountant)Services: Tax consultations, acting as agent to prepare tax documents including tax returns, etc.
Location: Nihon Zeirishi Kaikan Bldg. 8F, 1-11-8 Osaki, Shinagawa-ku, Tokyo 141-0032
Inquiries: TEL. 03-5435-0931
https://www.nichizeiren.or.jp/
https://www.nichizeiren.or.jp/eng/
List of Certified Public Tax Accountants’ Associations in Japan
https://www.zeirishikensaku.jp
https://www.nichizeiren.or.jp/eng/region.html● Japan Federation of Labor and Social Security Attorney’s Associations(Labor and Social Security Attorney)

Services: Procedures for labor and social insurance, labor management consultation, pension
consultation, etc.
Location: Shakai Hokenromushi Kaikan Bldg., 3-2-12 Nihonbashi Hongoku-cho, Chuo-ku,
Tokyo 103-8346
Inquiries: TEL. 03-6225-4864 (Main number)
https://www.shakaihokenroumushi.jp/
https://www.shakaihokenroumushi.jp/en/tabid/296/Default.aspx
List of Labor and Social Security Attorney’s Associations in Japan
https://www.shakaihokenroumushi.jp/organization/tabid/238/Default.aspx

58

III. Consultation counter and inquiry destination● Japan Small and Medium Enterprise Management Consultant Association (J-SMECA)(Small and Medium Enterprise Management Consultant)Services: Provision of management diagnosis and management advice to small and medium
enterprises, etc.
Location: Ginmatsu Bldg., 1-14-11 Ginza, Chuo-ku, Tokyo 104-0061
Inquiries: TEL. 03-3563-0851
https://www.j-smeca.jp/
https://www.j-smeca.jp/contents/018_english_contents.html
List of Prefectural Small and Medium Enterprise Management Consultant Association
https://www.j-smeca.jp/open/static/sibuindex.jsf● Japan Federation of Bar Associations (Attorney)

Services: Legal consultation, legal services such as settlement and out-of-court negotiations,litigation activities, and appeals to administrative agencies. etc.
Location: Bengoshi Kaikan Bldg. 15F, 1-1-3 Kasumigaseki, Chiyoda-ku, Tokyo 100-0013
Inquiries: TEL. 03-3580-9841 (Main number)
https://www.nichibenren.or.jp/
https://www.nichibenren.or.jp/en.html
Himawari Hotline (Dedicated contact for SME managers)
TEL. 0570-001-240
Himawari SME Center
https://www.nichibenren.or.jp/ja/sme/about_himawari.html
Online Consultation Officehttps://www.nichibenren.or.jp/ja/sme/contact.html
Local Bar Associations
https://www.nichibenren.or.jp/en/legalinfo/legal.html
Legal Consultation for Foreigners
https://www.nichibenren.or.jp/en/legalinfo/counceling.html

59

Trade and Business Startup Consultation Desk

MIPRO Consulting services for trade & starting business
TEL: 03-3989-5151
https://www.mipro.or.jp/
Consultation available weekdays from 10:30 A.M. to 4:30 P.M.

This document has been prepared based on the information as of April 30, 2023 and with the utmost careregarding accuracy. However, when actually starting a business in Japan, please inquire with the relevant public
offices concerning necessary documents, matters, etc. or consult with an administrative attorney or otherspecialists.
MIPRO shall not be liable for any direct or indirect damage arising from the use of information and othermaterials presented in this document.

*Unauthorized reproduction of this document is prohibited.

This material has been prepared by receiving subsidies for FY2023 Promotion Business Expenses fromthe Foundation for International Trade and Industrial Co-operation, a general incorporated foundation.