Japan | Company Registration

Companies Act - Companies Act (Act No. 86 of 2005).

Go-mei Gaisha (commercial partnership) - business partnership.

Go-shi Gaisha (limited partnership) - limited partnership.

Kabushiki Kaisha - KK - (general corporation) - corporation.

Yugen Gaisha - YG - (limited liability corporation) - limited liability company.

Any activity not prohibited by law. A special licence is required for banking or other financial activity and for insurance services.

No.

4 weeks from the date all required documents are provided.

The law does not prohibit purchase of already registered companies.

Must not be identical or similar to an existing name.

The name must be submitted to the Register in Japanese (Chinese characters are also possible; the company name in the Latin alphabet is additionally registered) and must end with one of the words/phrases indicating the legal form of ownership.

Words indicating a relationship with the imperial family, government organizations or other words or phrases having the same meaning may not be used in the company name.

Memorandum of Association, notarized.
Articles of Association.
Confirmation of deposit of authorized capital.

Provided by the registered agent and must be located within the administrative territory of the jurisdiction. It is used only for receiving postal correspondence from government authorities.

Share capital consists of shares contributed by the shareholders (owners) of the company to the total capital. It may be expressed in cash or property. Property may be an asset with a real market value. Intellectual property may also be contributed to the company capital provided that the rights to such property may later be transferred to third parties without restrictions. The value of property represented by real estate and contributed to the company capital must be confirmed by a licensed auditor, but may be stated at a lower value at the contributor's request.

Minimum amount of declared authorized capital:

Godo Kaisha (GK) - the minimum authorized capital is not established by law; the company may be incorporated with capital starting from 1 yen.

Kabushiki Kaisha (KK) - the minimum authorized capital is not established by law; the company may be incorporated with capital starting from 1 yen.

Ordinary, registered and savings shares with par value may be issued. No-par-value shares are prohibited.

Shareholders of the company may be either legal entities or individuals who are residents of any country in the world. The minimum number of shareholders is one for YG and three shareholders for KK. If one person becomes the shareholder of a private company, liability for a demand to pay a debt or compensate losses will be unlimited and will extend to all assets of the shareholder. At least one co-owner (partner, shareholder) must be a resident of Japan. A corporate shareholder (legal entity) having a registered address in a country where bearer shares may be issued for private companies will not be approved by the Companies Register and company registration will be officially refused.

Directors of the company may only be individuals who are residents of any country in the world. The minimum is one director (YG), who has all powers except those within the exclusive competence of the shareholders (as determined by the memorandum, articles of association and/or law). At least one director for YG (at least two for KK) must be a resident of Japan.

Shareholders' meetings may be held in any country in the world within six months following the end of the financial year, but no later than 15 months from the date of the previous meeting. Minutes of shareholders' meetings are kept at the registered office.

Each company is required to maintain current accounting records capable of showing all transactions carried out by the company during one financial year in such a way that there are no obstacles to determining the company's current financial position. The accounting report contains a consistent daily record of all amounts of money received or sent, a record of the amount of liquid assets, the size of shareholders' interests and their total amount. Reports must be kept at the specified registered address and must be available to financial control authorities. Joint-stock companies (KK) are required to undergo an annual audit.

Company name, registered office, authorized capital, addresses and names of directors and shareholders. Annual financial report.

Resident companies pay tax on income from all sources.
Non-resident companies and foreign representative offices do not pay corporate tax on income from foreign sources. The Japanese government creates certain difficulties for local companies seeking to become dependent on foreign companies associated with offshore zones in order to shelter income from taxation

Corporate income tax - 22.4%

Value added tax - 5% (the lowest among economically developed countries)

Stamp duty - 40,000 yen

For YG - 450 00 yen

For KK - 300 00 yen

The law does not restrict the company in its choice of banks or the countries where they are located, or the total number of accounts required for its own business needs. The law protects the confidentiality of information about the company's banking operations.