Establishment of Japanese company

Japanese Joint Stock Company Registration Service

Our firm registered a company (stock corporation) in Tokyo, Japan with a capital of no more than 20 million yen and only one shareholder and one director. The services mainly included the registration of the company and the registration fee paid to the Japanese Stock Corporation Registration Office when the registration was completed.

The specific service items are listed below:

  • Preparation and filing before and after registration
  • Answer various questions from customers regarding company registration in Japan;
  • Check the company name for duplicates and confirm whether the proposed company name is available;
  • Prepare the company's articles of incorporation (articles of association) and other registration-related documents;
  • Prepare capital payment certificate (customers are required to remit capital);
  • Arrange for the engraving of three seals (and pay for the production costs of the seals);
  • Submit registration documents to the Japanese Legal Affairs Bureau and pay the registration tax exemption and various registration fees;
  • Collect the registration book transcript and seal certificate;
  • Submit business opening notice and tax-related documents to the relevant tax bureau or metropolitan tax office;
  • Submit a report on foreign investors' direct investment in Japan to the Ministry of Finance (through the International Department of the Bank of Japan);
  • Prepare a list of stockholders and order a company package (including company seal and company registration certificate, etc.).

The basic structure of a Japanese joint stock company

  • It is composed of at least one stockholder (shareholder) and one representative director (representative director).
  •  If there are three or more directors, the client can choose whether to set up a board of directors. If a board of directors is set up, at least one supervisor must be appointed. There is no nationality restriction for directors or supervisors.
  •  The stockholder can be a natural person or a corporate entity. The stockholder must be a natural person. A natural person stockholder can be the stockholder of any stockholder.
  •  The proposed joint stock company must have a business (registered) address in Japan and provide a lease agreement (this item is not necessary if the registered address is provided by our firm).
  • The minimum capital requirement is 1 yen. However, since the amount of capital will affect the company's creditworthiness and bank account opening success rate, it is recommended to set the registered capital at 5 million yen or more.

Materials required for registering a Japanese joint stock company

  • Proposed company name. Please provide two to three Japanese names and their English equivalents;
  • A valid passport of each shareholder and director (non-Japanese residents), a photocopy of a document proving their address issued within the last three months (such as utility bills, phone bills, or bank statements), and an original copy of their signature and seal;
  • If the shareholder is a legal entity, please provide a copy of the legal documents of each legal entity, or similar documents of existence, such as company registration certificate, annual return, list of members and directors, etc. If the company structure is complex, please provide an organizational chart. In addition, the legal entity shareholder must arrange for a sworn statement to be certified by a notary public in the place of registration.
  • The original signed lease contract (if you use the registered address service provided by our firm, you do not need to pay attention to this item);
  • Registered capital amount and number of shares;
  • Business scope (main business), including the location of customers and suppliers, products to be sold or services to be provided, business model, etc.;
  • Completed Japanese Company Registration Order Form (form provided by Huaao).

Company Registration Procedure

Generally speaking, it takes about 4 to 5 weeks to complete all the steps for establishing a joint stock company. The specific time to complete the registration depends on the review time of the Japanese Legal Affairs Bureau.

The following is the explanation: Joint-stock company establishment procedure

  • The client confirms to entrust our firm to handle the registration of Japanese joint stock companies. Our firm provides a list of required documents and information based on the client's actual situation, and issues a service fee bill to the client.
  • The client provides the required registration materials in the list to our firm by email, fax or mail, and pays our service fee at the same time.
  • We will check the name of the company you are looking for to confirm whether it is available.
  • If the client entrusts us to rent a registered address in Japan (virtual office or physical office), our firm will notify the real estate agent to provide the rental bill and prepare a lease contract; if the client rents the office by himself, please provide the registered address and lease contract to our firm
  • After confirming the registered address, our firm will assist in preparing the deposit and registration application documents for the client to sign (during the deposit preparation process, we will confirm the wording of the client's proposed business scope with the Japanese notary office)
  • The client will notarize the sworn statement at the investor's location (if the stockholder is a legal person), and arrange for the stockholder and the natural person stockholder to obtain a personal signature and seal certificate.
  • After signing the application, the client will email a copy of the relevant documents to our firm for confirmation.
  • The client sends the signed registration application along with the notarized document to our Japanese office.
  • We arrange for the production of company seals
  • Our firm arranges for the company's deposit to be certified by a Japanese notary office
  • Investors transfer investment funds to the personal bank account of the capital receiving agent in Japan or to the personal bank account of the stock owner or representative agent in Japan, and provide the remittance receipt, bankbook and deposit record to the Exchange to verify that the funds have been received.
  • The firm will submit the registration application to the Japanese Legal Affairs Bureau for registration application.
  • The Japanese Legal Affairs Bureau notifies you to collect the registration book transcript and seal certificate
  • Our firm arranges to submit the business opening notice and tax-related documents to the relevant tax bureau and the Metropolitan Taxation Office, submits the foreign investor's direct investment report to the Ministry of Finance (via the International Department of the Bank of Japan), and delivers a copy of the deposit and a transcript of the company registration book to each agency.
  • If you choose our capital receiving agent service, we will arrange to return the capital to the bank account designated by the client.
  • Produce company establishment packages and other company registration related documents
  • Sino-Australia arranges to mail the company formation package to the address specified by the client. Clients can also pick up the documents in person at any of our offices.

Remark:

  • The above timetable is based on the budget worked closely with the client.
  • The above timeline is based on the assumption that the client's intended business in Japan does not require additional permits or licenses. If additional permits or licenses are required, the time required will be extended accordingly.

Documents obtained by customers after company registration is completed

After the company is registered, we will hand over the following documents to you to prove that the company has completed the registration procedures and so that you can start business activities under the name of the company:

  • A copy of the Japanese company registration book;
  • A copy of the seal card and seal certificate of the Japanese company;
  • A copy of the deposit from the Japanese company together with the electromagnetic record;
  • A copy of the list of stockholders of the Japanese joint stock company;
  • Two copies of the Japanese company's corporate establishment notification and other tax-related applications (one copy each of the establishment notification of the wage payment office, etc., the blue return approval application, and the application for special permission for withholding income tax payment period);
  • Report on acquisition of shares of Japanese companies (foreign investors' direct investment in Japan);
  • The company seal set of Japanese joint stock companies includes one representative director's seal (i.e. company seal), one corner seal (used for payment requests and invoices) and one bank seal.

Annual maintenance service

According to the relevant provisions of Japan's "Company Law" ("Company Law") and "Corporate Tax Law", all companies in Japan need to prepare year-end accounts and declare corporate tax, corporate resident tax, corporate business tax, consumption tax, fixed asset tax, depreciable asset tax and other related taxes. If necessary, our firm can provide clients with accounting and tax consulting services, assisting clients in the entry of accounting data, the preparation of various declarations and account details, and reasonable tax saving measures. In addition, our firm can also provide clients with salary calculations, as well as various visa application services such as business management visas and corporate transfer visas. Please consult the China Australia Consulting Team for details.