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Company Formation Japan

Create a Company in Japan

Updated on Thursday 19th January 2017

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Offshore Company Formation in Japan

Investors from all over the world look for setting up companies in Japan, due to many business advantages. The Japanese legislation doesn’t require a minimum share capital at registration of a limited liability company.

This offhosre jurisdiction is famous for its pro-business atmosphere, proficient in attracting wide-ranging overseas funds and big business entrepreneurs.


The steps we present here apply to incorporating a limited liability company in Japan. This is the most common business type found in this country.

A limited liability company in Japan, “goudou-gaisha”, is a form of business where the company’s members have limited liability based on their contribution to the capital. It is regulated by the New Companies Act, established in 2006 and it’s replacing the former “yugen gaisha”, usually established by the small businesses.

There is no minimum share capital requested at registration and the contribution of the members can be made only in cash or non cash assets and never in services.

1) The members choose a manager to action in the name of the company and their interests. This manager may be a natural person or a corporate body. If a corporate body is elected as manager, it must appoint a functional manager to act in the name of the company.

2) The procedure of incorporation of a limited liability company in Japan starts with making a company seal. Also the representative manager must register for the personal seal, and then receive a certificate of seal registration for it.

3) After that, the company must register the Articles of Association at the Japan Legal Affairs Bureau, along with a standard application. The Articles must state the company’s name, the reason why the company is incorporated, the name and address of the incorporator, the authorized capital and details regarding the shares. Also, a list with all the members which made contributions in non cash and the value of it must be provided by the Articles.

4) If the above documents are accepted, the certificate of seal registration must be then delivered to the Legal Affairs Bureau in order to register the newly formed company.

5) The next steps are submitting the following notification to the District Tax Office: the notification of the company registration (no longer than two months since the incorporation), the notification of opening a payroll office (no longer than a month from opening it) and the request for approval of blue tax returns (no longer than three months from registration).

6) If the limited liability company will hire personnel, it must register at the Labor Standards Inspection Office for the labor insurance. Also, a notification must be send to the Social Insurance Office, so the company is registered for health insurance and public welfare pension.

7) The last step in establishing a limited liability company in Japan is submitting an application to the Public Employment Security Office no longer than 10 days from beginning to employ personnel.

The offshore registration of a company in Japan days takes approximately 2 days since the moment we have received all the necessary documents.


- A limited liability company in Japan is a form of business chosen by small and medium businesses.

- The members are liable only in extend of their contribution to the company’s capital.

- Unlike the joint stock company, all the members of the company may represent it, until a manager is appointed. Their contribution can be made in cash but also in non cash assets.

- It’s mandatory that all the company’s members must to be in favor or certain decision to make it applicable.

- A “goudou gaisha” may be reorganized as a joint stock company if all the company’s members agree with the decision.


- drafting the Articles of Association (necessary for the company incorporation in Japan); The Articles of Association of the Japan company can be signed through Power of Attorney.

- drafting all other documents required for the incorporation of the Japan company; these documents include: Specimen Signatures, Special Forms provided by the Company Registration Office in Japan, passport copies etc.

- offering a Registered Office in Japan for your company, which is mandatory to have for starting a business in this offshore jurisdition. (The registered office may be any address where the Japan Company declares to have its headquarters)

- setting up a bank account for your Japan company.



- The Japanese system of taxes is quite elaborated so it is advisable that the Tax authorities are checked before paying a tax.

- Foreign residents are only taxed for the incomes earned in Japan.

- The equivalent of worldwide VAT in Japan is the Consumption Tax at a rate of 5%. The classic registration for CT is not mandatory for the companies.

- The corporate tax in Japan is 25,5%. Along with the corporate tax, the company must pay two types of local taxes: inhabitant tax and enterprise tax.

- The bellow types of payment to non residents are also taxed with 20 %:  dividends, interests and royalties.

- The workforce from Japan consists in well trained, educated and loyal employees.

- The government offers many incentives to the companies which hire disadvantaged personnel (old workers for example).

- The industry is very developed, especially in the electronics, machine tools, ships, chemical substances and motor vehicles.

- The main export partners for these products are EU, United States of America, Hong-Kong, etc.

- Many financial services companies are located in Japan. The biggest bank by asset is located here, Japan Post Bank.

- Japan is considered the 2nd economic power of the world.

Bridgewest provides  offshore company formation services in Japan. Please contact us for more information and prices.



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As a BridgeWest client, you will beneficiate from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Japan.

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