Setting up KK（Japan subsidiary）→Fee for incorporation
When a foreign corporation becomes a founder of a company, the incorporation
process becomes practically complex*, requiring more time and expense.
To avoid this, we recommend appointing a Japanese resident as the company's
founder to proceed with the company's incorporation.
The Japanese resident (either an officer of the new company or ourselves), as the founder, subscribes to all the shares of the new company and establishes it. The shares issued to the founder on the incorporation date are transferred to the parent foreign corporation (i.e., transferred on the incorporation date). This makes it a 100% subsidiary of the foreign corporation.
*When the founder is a corporation, a certificate of registered matters (i.e., a certified copy of the company register) and a certificate of seal impression of the company representative are required for the articles of incorporation notarisation. In the case of a foreign corporation, since a certified copy of the company register and a certificate of seal impression cannot be issued, an affidavit or a signature certificate issued in the home country by a notary public must be prepared as an alternative document. Alternatively, if a system similar to Japan's registration system exists in the home country and a company certificate can be obtained, a company certificate obtained in the home country with a Japanese translation can be used as a substitute.
"FAQ" section is here.
Procedures for Establishment of Stock Companies (establishment by initiative)- Ministry of Justice website-
Formed as a 100% subsidiary of a Foreign corporation. Incorporation with Offering.
| STEPS | AA judicial scrivener will handle incorporation procedures. YAMAJO Office or Personnel to be hired by the subsidiary (sole promoter) |
Shareholder = Parent company |
|---|---|---|
| I. Advance Preparations | ||
| 1. Decide basic matters (e.g., company name, company objectives, address of head office, paid-in capital, accounting period, bank for accepting share subscription money, etc.) | Send a 'Questionnaire' to the parent company | Answer the 'Questionnaire' |
| 2. Search for similar company name | The same address and the same company name is not be able to register. | |
| 3. Preparation of Articles of Incorporation | A juridical scrivener will prepare an Article of Incorporation in Japanese (basically) or in dual language, Japanese and English (requested base). | |
| 4. Company seal etc | 1) Acquire seal for promoters / company / representatives at a seal carver. 2) Obtain certificate seal registration at ward office. |
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| II. Company registration | ||
| 5. Notarisation of the Articles of Incorporation | At a public notary. (Stamp duty of JPY 40,000, a notary fee of JPY 50,000 etc.) |
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| 6. Register of Establishment | Application for registration (with representative seal that are registered and Registration and license tax of JPY 150,000) | |
| 7. Surrender the share | The stock transfer agreement will be drafted. | 100% Shareholder! |
| 8. Completion of registration procedures | The Legal Affairs Bureau will complete the check approximately 7-10 days after the application is submitted. The submission date in step 10 will be the company's establishment date. Obtain a certified copy of the company register (= complete registration certificate). | |
| 9. Notification under the Foreign Exchange Law | Report via Bank of Japan by the 15th of the following month. | |
| 10. Tax registration etc | With Legal Affairs (Tax, social securities and labor office) | |
| 11. Open a bank account | These days, it is very difficult to open a bank account in Japan due to
anonymity and money-laundering regulations. To open a bank account, a company need proof that its business actually exists. We will help you determine the necessary documents based on the nature of your business and support you in opening a bank account. *Please refer to the "Frequently Asked Questions" section here. |
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Before deciding to establish a Japan subsidiary
You seem to be considering a subsidiary structure as your Japanese business base. Why a subsidiary rather than a branch office? Is your tax planning in your home country sufficient? Are you truly sure this is the right approach?*If you still have concerns, please consult us.
For US parent companies, please also refer to this (Joint Stock Company vs. Limited Liability Company).