1．Basic Structure of Incorporation

To incorporate a company in Japan, the first step is to decide the company’s basic framework. The following elements will significantly affect both the incorporation (registration) process and later operations.

Amount of capital (Shihonkin-gaku): Under the Companies Act, a company can be incorporated with as little as JPY 1. However, if the foreign manager of the company intends to obtain the Business Manager Visa (“Keiei-kanri” Visa), a capital contribution of at least JPY 30,000,000 or the employment of at least two full-time employees becomes, in practice, a key requirement. (In October 2025, the requirements for obtaining the Business Manager Visa were tightened.)

Corporate governance structure: A minimal structure with only one director (Torishimariyaku) is possible. If the company grows to a certain size, it may also consider establishing the following bodies:

・Board of directors (torishimariyaku-kai): Requires at least three directors (Torishimariyaku). This is often considered when the company wants to enhance credibility with business partners.

・Company auditor (Kansayaku): In principle, a company auditor (Kansayaku) is required if the board of directors (Torishimariyaku-kai) is established. However, for a Private Company (hi-koukai-kaisha) / Company with Restrictions on Transfer of Shares (Jouto-seigen-kaisha), it is also possible to choose not to appoint a company auditor (Kansayaku).

2．Deciding the Company Name and Business Purposes

・Rules for the company name (Shougo): English Alphabet letters may be used in the company name. However, a company name that is likely to be mistaken for a well-known company, or that violates public order and morals, cannot be registered. In addition, if there is already a company with the same company name at the same address, registration may not be permitted (this is rare in practice, but is important to watch for, particularly when using a virtual office).

・Business purposes: The business purposes should clearly describe “what the company does.” It is common to include a broad list that also covers potential future business activities. However, if the business involves regulated activities that require licenses/permits, the relevant permit may not be granted unless the business purposes include specific required wording. Therefore, advance confirmation is essential.

3．Required Documents When a Foreign Director or Foreign Company Becomes a Shareholder

If a foreign individual without a Japanese resident record (Juumin-hyou) or an overseas corporation is involved in the incorporation, they cannot obtain a Japanese certificate of registered seal (Inkan-shoumeisho). Instead, they will need a certificate of signature (Shomei-shoumeisho) issued in their home country.

In practice, the most important point is the required level of authentication (for example, whether an apostille or Japanese embassy consular legalization is required).

Even if the Legal Affairs Bureau (Homukyoku) indicates that an apostille is not required, banks will in many cases later request an apostille when opening a corporate bank account. To avoid having to redo the process, it is a best practice to obtain a certificate of signature with an apostille from the outset.

4．Capital Payment and Scheduling Points

Once the documents are ready, the incorporation process typically takes around two weeks to one month until registration is completed.

・Timing of capital payment: The capital must be paid before the registration application (Touki-shinsei) is filed. Since there is no bank account in the company’s name yet, the funds are typically transferred to the personal Japanese bank account of the incorporator (Hokkinin) or representative.

・Remittance from overseas: If funds are remitted directly from overseas, it may take several days to a week for the funds to arrive. Banks may also ask for confirmation of the source of funds, so sufficient buffer time should be built into the schedule.

5．Opening a Corporate Bank Account

Incorporation is not the end of the process. At present, opening a corporate bank account in Japan is very strict.

Need for a Japanese-speaking contact person: Many banks strongly require that there is a person who resides in Japan and can communicate with the bank in Japanese, even if the representative is a foreign national. Without such a contact person, the application may not even be accepted for screening.

Proof of substance: If using a virtual office, the review tends to be particularly strict. It is essential to prepare materials such as the office lease agreement, business plan, and website.

6．Post-Investment Report / Prior Notification Under the Foreign Exchange and Foreign Trade Act

If a foreign investor establishes (or acquires shares in) a Japanese company, they must make a report to the relevant authorities via the Bank of Japan (Nihon-Ginko) under the Foreign Exchange and Foreign Trade Act.

・Prior notification: If the business falls under industries related to national security—such as weapons manufacturing, energy, or certain types of software—the investor must submit a prior notification before incorporation and wait for review (in principle, 30 days). Incorporating without knowing this can result in a regulatory violation, so an advance industry check is essential.

・Post-investment report: For most industries, it is sufficient to submit a post-investment report within 45 days after incorporation.

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