Required Documents for Incorporation
Required Documents and the Details to Decide in the Articles of Incorporation
To be able to set up a company in Japan, it is necessary to gather the require documents and decide the following basic elements :
Required documents for a foreign individual
・Seal certificate (inkan shomeisho) (issued within 3 months) of each investor and director. If an investor also becomes a director, two certified copies are required. It is possible to get a seal certificate (inkan shomeisho) at a local city hall if you register yourself as a resident in Japan. A seal certificate can be replaced by a signature attestation (notarized signature) certified by the Embassy/Consulate in Japan of your own country or by a notary public of the country if the person lives overseas.
・Signature (or seal) of each investor and director is required on the Articles of Incorporation and other required documents.
・One of the investors personal bank account and its passbook (tsucho) / bank statement for the deposit of capital (new account can be opened or existing account can be used. Postal saving account, Internet banks such as Shinsei, Citibank, Japan Net bank, E-bank, etc. are also accepted)
・Company seal that needs to be registered at the registry office
Required documents for a foreign company
・Registry certificate of the parent company issued within 3 months (original or notarized copy if the original can not be sent)
・Notarized Signature attestation of the parent company’s representative. If the parent company’s representative will also become a director of the Japanese subsidiary, 2 notarized copies are required.
・Seal certificate (inkan shomeisho) (issued within 3 months) of each director (and private investor if there is any). If a private investor also becomes a director, two certified copies are required. It is possible to get a seal certificate at a city hall if you register yourself as a resident in Japan. A seal certificate can be replaced by a signature attestation certified by the Embassy/Consulate in Japan of your own country or by a notary public of the country if the person lives overseas.
・Signature (or seal) of the Representative of the parent company and each director is required on the Articles of Incorporation and other required documents (the originals need to be sent to Japan).
・The Representative Director’s personal bank account and their passbook (tsucho) / bank statement to be used for the deposit of capital (new one can be opened or existing account can be used. Postal saving account, Internet banks such as Shinsei, Citibank, Japan Net bank, E-bank, etc. are also accepted).
・Company seal that needs to be registered at the registry office
Details to Be Decided in the Articles of Incorporation
・Company Name
The company name can be in alphabet, numbers, kanji, hiragana or katakana (or mixture of these). It is possible to choose any name as long as there isn’t another company of the same name registered at the same address. Even though it is highly unlikely, it would be wise to check in advance if there are any other companies with the same name elsewhere or whether the trademark is registered, to avoid any problems.
・Company Address
The company address will be shown on the registry certificate (which anyone can get), so some companies prefer to choose an address to give a good image (such as Ginza, Aoyama, Akasaka, etc.). It can also be one of the Investors/Directors home address or a virtual office address to avoid the costs, although a physical office space is required if you wish to obtain an “Investor/Business Manager” visa.
・Company’s Activities
It is possible to list as many activities as you wish to do, including those that will not be performed immediately. There is no obligation in doing all the activities listed and it is also possible to add or change this list later. If the intended activity requires a business license, it is often necessary to have the corresponding activity mentioned in the articles of incorporation.
・Administration
A company needs to appoint at least one Director. An investor/shareholder can become a Director at the same time. A Representative Director needs to be elected among Directors (if there is only one director, this person automatically becomes the Representative Director). It is also possible to have several Representative Directors.
・Corporate Capital
Even if it is technically possible to establish a company with 1 yen, it is wise to fix a capital that would allow to pay the initial expenses, or to gain credibility according to the nature of your business. It is required to have 5 million yen capital (of foreign source) to be able to obtain an “Investor/Business Manager” visa.
・Fiscal Year
A company is free to decide its fiscal year that needs to be fixed in the Articles of Incorporation. In Japan, many companies choose the fiscal year that ends on the 30th March, but it is also possible to fix the fiscal year that ends in the season when the company or its accountant is not busy.
A company can decide a way of management which is different from what is initially provided by the law by including the corresponding articles :
・Directors term of function which is supposed to be for 2 years according to the law can be extended up to 10 years.
・Stock transfer (which can by default be done freely) can require the agreement of the shareholder’s assembly.
・It is possible to issue different types of shares (dividend rate, voting rights, veto…)
・Publication of the profit and loss statement (which is mandatory and must be done by default in the Official Bulletin / kampo) can be done by publishing in a reputable newspaper or on the company’s website.
The existing companies can also change their articles of incorporation in order to benefit from the above dispositions.
