Company Formation and Registration Changes in Japan

Whether you would like to set up a company in Japan or need to change the officers, address or other information of a company you have already established, we can assist you in English. We help with everything from preparing the documents required for the registration to filing the application and reporting to you when the registration is completed. We assist clients living in Japan as well as those living overseas.

Company Formation and Entry into Japan

• Registration of the incorporation of a stock company (kabushiki kaisha) or a limited liability company (godo kaisha), and preparation of the articles of incorporation and registration documents
• Registration of a foreign company in Japan, such as when establishing a branch office in Japan
• Guidance on preparing foreign certificates, signature certificates and similar documents, and preparation of affidavits as needed for your case
• Translation of documents required for the registration

The procedures and documents required differ between setting up a new company in Japan (a Japanese corporation) and establishing a branch office of a foreign company in Japan. Which approach suits you depends on your business and plans, so we will advise you after hearing about your situation. Our related articles explain the differences between stock companies and limited liability companies and the ways a foreign company can expand into Japan in more detail.

Registration Changes After Formation

Even after a company has been formed, a registration of the change is required when registered information about the company changes. We also handle registration changes after formation. The main examples are as follows:

• Changes of officers or representatives (appointment, resignation, reappointment, etc.)
• Relocation of the head office
• Change of the company name (trade name)
• Change of the business purposes
• Change of the stated capital, such as an increase in capital

Depending on the change, we will confirm the decisions that need to be made (such as a resolution of the shareholders’ meeting), prepare the minutes and other documents, and then file the application for registration. Since the titles of officers and the procedures for making decisions differ between stock companies and limited liability companies, we will advise you after hearing about the type of company and the change you plan to make. We can assist even if your company was not formed through our firm.

From Inquiry to Completed Registration

First, please let us know whether you wish to form a company or register a change, the nature of your business, the type of company (stock company or limited liability company), your current situation, and your preferred timing. For a change, please also let us know the company name, the head office address, the details and date of the change, and whether you have the certificate of registered matters and the articles of incorporation at hand.

After hearing about your situation, we will explain the necessary procedures and documents and provide a quote. If any officers or investors live overseas, we will confirm their nationality, country of residence and how they will sign, and organize the documents to be prepared.

After you engage us, we will verify your identity and confirm your intentions, your authority, and the company’s information. We will then prepare the documents recording the necessary decisions and the registration documents and ask you to sign them. When forming a company, we will also explain procedures such as the certification of the articles of incorporation and the payment of capital, depending on the type of company.

After reviewing the documents, we will file the application for registration. Once the registration is completed, we will report this to you and deliver the related documents. If the date of formation or the date of the change has already been decided, please contact us early, as preparation can take time.

Residence Status and Business Licenses

At Kobe Legal Partners, our shiho-shoshi lawyer handles company registrations, and our gyosei-shoshi lawyer handles applications for status of residence and business licenses. Because you can consult with us about the formation of or changes to your company and about status of residence and business licenses at the same office, we can work with you to decide which procedures to take and in what order. For details on applications for status of residence, please see our visa services page.

However, forming a company or registering a change does not by itself give you a status of residence, a business license or a bank account. Each of these is a separate procedure, and the fees are also charged separately.

For tax and accounting matters, we work with a certified public tax accountant (zeirishi) who can assist in English. If you are looking for an office or a place to live, we can introduce you to a real estate agency that can assist in English.

Identity Verification

When you engage us, we would appreciate your cooperation in providing identification documents and in our confirmation of the authority of the person in charge and the company’s information.

For engagements such as the formation of a company, to prevent money laundering and the financing of terrorism, we are required by law to confirm not only your identity but also the purpose of the transaction, the nature of the company’s business, and the person who ultimately controls the company (the beneficial owner), among other matters.

Fees

Our fees vary depending on whether you are forming a company or registering a change, the details of the change, the structure of the company, the documents and translations required, and any related procedures. In addition to our professional fees, we will provide a quote that includes other necessary costs, such as registration and license tax, the notary’s fee for certifying the articles of incorporation (when forming a stock company), fees for obtaining certificates, and translation fees. Fees for applications for status of residence or business licenses are quoted separately from the company registration.

Frequently Asked Questions

Have you handled the formation of a Japanese company or the establishment of a branch office in Japan for a foreign company?

Yes. Kobe Legal Partners has handled both the formation of Japanese companies and the establishment of branch offices in Japan for foreign companies many times. In the cases on which we have been consulted, the outcome of the consultation has more often been to form a subsidiary in Japan than to establish a branch office in Japan.

Can I consult with you only about a registration change after formation?

Yes. You can consult with us about registering changes of officers, the head office, the company name, the business purposes, the stated capital and other matters. We can assist even if your company was not formed through our firm. We will explain the necessary procedures after hearing about the type of company and the change you plan to make.

Can I consult with you if some officers or investors live overseas?

Yes. Consultations are available online in English. We will organize in advance the preparation of signatures and certificates and the confirmation of authority for people living overseas. After hearing about your situation, we will tell you whether a visit to Japan is necessary and how the procedures can proceed.

Can I consult with you about forming a company and my visa at the same time?

Yes. You can consult with us about both at the same office. However, the company registration and the application for status of residence are separate procedures, and the fees are charged separately. For details on status of residence, please see our visa services page.

What should I tell you when I first contact you?

Please tell us whether you wish to form a company or register a change, the nature of your business and the company’s information, the countries where the officers and investors live, your preferred timing, and the date of any change that has already been decided. Please just share what you know so far.

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