Kojima Tax & Accounting Office, Minato-ku Tokyo | Company Setup, Tax Consulting, Inheritance, Tax Return

FAQs - 1. Procedures for establishing a business

1-2) Please tell us more about procedures involved in setting up a corporation in Japan, as well as submission of documents to government authorities.

A) Matters for consideration when founding a company

1. Decide the founding member(s)
2. Method of establishment : promotion establishment or offering establishment
3. Investigate whether same company name exists
4. Examination of business purposes :A company’s business purposes must be listed in its articles of incorporation and registered.
5. Check whether prior notification is required under Foreign Exchange and Foreign Trade Control Law
6. Advance checks are performed to determine whether approval/licensing from administrative authorities is required.
7. Determine location of head office
8. Capital : A payment of 1 yen or more must be made as starting capital
9. Determine number of shares authorized for issue, and number of shares to be issued at start-up
10. Consider method of capital contribution
11. Create list of shareholders
12. Determine any restrictions on transfer of shares, and institute for certifying transfer of shares
13. Determine company directors. At least one of the directors will be required to have an address in Japan
14. Determine financial year
15. Determine method of official announcement
16. Create stock certificates(optional)
17. Determine method for capital payment

B) Matters for consideration when founding a company

1. Founders create letter of determination or a record of founding meeting
2. Create official company seal(representative seal) and banking seal
3. Create articles of incorporation (in Japanese) and authentication (at notary public’s office)
4. Make payment of starting capital
5. Appointment of founding executive directors and auditors
6. Select founding president(representative executive director)
7. Send prior notification to the Bank of Japan

C) Matters for registrations when founding a company

1. Applicant for registration: Company President or officially authorized representative
2. Application period: within 2 weeks of following: the final day of the examination by directors and auditors as part of the founding process; determination date of founding member(s) of the final day of the founding general meeting.
3. Where to apply : the Legal Affairs Bureau with jurisdiction over the company’s head office location
4. Items required for registration:business name, head office, method of official announcement, starting capital amount, number of authorized shares, business purposes, names of company directors and auditors, etc.
5. Submit a company seal
6. Submit after-the-fact report to Bank of Japan
7. Acquire certification for registered items and certification of the seal impression of a company seal

D) Submit notification to authorities

1. Notification of founding/set-up of corporation
2. Notification of establishment of payroll office
3. Application for blue tax declaration form
4. Notification of becoming a foreign corporation
5. Application for Approval Made in Relation to the Special Provision for Due Dates for Withholding Income Tax