To incorporate a company in Japan, you must first decide on the company’s basic framework. The following elements have a significant bearing on the subsequent registration and operation of the company.<\/p>\n
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Amount of capital (Shihonkin-gaku)<\/strong>: <\/span>Under the Companies Act, a company can be incorporated with capital of as little as one yen. However, where a foreign national who will manage the company intends to obtain the \u201cBusiness Manager\u201d residence status, the following are, in practical terms, substantive requirements: a capital contribution of at least JPY 30 million; practical experience (at least three years of experience in business management, or a degree at master\u2019s level or above relating to business management); an employment obligation (employment of at least one full-time staff member); and Japanese language ability (either the applicant or a full-time staff member must have Japanese language proficiency equivalent to level B2 or above) (a virtual office is not permitted). (The requirements for obtaining the Business Manager visa were tightened in October 2025.)<\/p>\n <\/p>\n Corporate governance structure<\/strong>: A minimum structure with only one director is also possible. In addition, where the company grows to a certain size, the following corporate organs may be established.<\/span><\/p>\n <\/p>\n \u30fbBoard of directors (torishimariyaku-kai):<\/strong> At least three directors are required. This is worth considering where you wish to enhance the company\u2019s credibility with business partners.<\/span><\/p>\n <\/p>\n \u30fbCompany auditor (Kansayaku)<\/strong>: Where a board of directors is established, appointing a company auditor is in principle mandatory; however, a private company (a company whose shares are subject to transfer restrictions) may choose not to appoint one.<\/span><\/p>\n <\/p>\n 2\uff0eDeciding the Company Name and Business Purposes<\/strong><\/span><\/p>\n \u30fbRules for the company name (Shougo)<\/strong>: <\/span>Alphabetic characters may also be used, but names that could be mistaken for those of well-known companies, or names contrary to public order and morals, cannot be registered. In addition, registration is not possible where a company with the identical trade name already exists at the identical address (this is rare in practice, but caution is required with virtual offices and the like).<\/p>\n \u30fbBusiness purposes:<\/strong> Make clear \u201cwhat the company will do.\u201d It is common to state the purposes broadly, including businesses the company may conduct in the future; however, where the company will engage in a business requiring a license or permit (secondhand goods dealing, travel agency business, food and beverage services, etc.), the permit will not be granted unless specific wording is included in the stated purposes, so advance confirmation is essential.<\/span><\/p>\n <\/p>\n 3\uff0eRequired Documents When a Foreign Director or Foreign Company Becomes a Shareholder<\/strong><\/span><\/p>\n Where a foreign national who has no resident record (juminhyo) in Japan, or an overseas corporation, is involved in the incorporation, they cannot obtain a Japanese \u201cseal registration certificate\u201d (inkan shomeisho). In its place, a \u201csignature certificate\u201d issued in the home country is required.<\/p>\n The point requiring the greatest care in practice here is the scope of authentication (i.e., whether an apostille is required).<\/p>\n Where to submit<\/span><\/p>\n<\/td>\n Required level of authentication (practical guideline)<\/span><\/p>\n<\/td>\n<\/tr>\n For registration with the Legal Affairs Bureau (Homukyoku)<\/span><\/p>\n<\/td>\n In principle, the document will be accepted if it bears authentication by a notary public or the government authorities of the home country. It is rare for an apostille to be required.<\/p>\n<\/td>\n<\/tr>\n For opening a bank account<\/span><\/p>\n<\/td>\n Extremely strict. The majority of banks require an apostille in addition to notarial authentication.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n Even where the Legal Affairs Bureau says that an apostille is \u201cnot required,\u201d you will almost invariably be asked for an apostille when you subsequently open a bank account. To avoid having to do the work twice, the golden rule is to obtain a signature certificate with an apostille attached from the outset.<\/p>\n <\/p>\n 4\uff0eCapital Payment and Scheduling Points<\/strong><\/span><\/p>\n The incorporation procedure usually takes approximately two weeks to one month from the time the documents are complete and the registration documents are filed with the Legal Affairs Bureau until registration is completed.<\/p>\n <\/p>\n \u30fbTiming of capital payment<\/strong>: This must be done before the registration application is filed. Because no account in the \u201ccompany\u2019s name\u201d yet exists, the capital is paid into the \u201cpersonal Japanese bank account\u201d of an incorporator or the representative. The name of the remitter is not questioned.<\/span><\/p>\n <\/p>\n \u30fbRemittance from overseas<\/strong>: Where funds are remitted directly from abroad, it may take from several days to one week for the funds to arrive. Remittance fees and foreign exchange fees may be incurred. Because it is necessary to prove to the Legal Affairs Bureau that the capital is in the account, remit funds so that the amount received does not fall below the amount of the capital. In addition, the bank may contact you to confirm the source of the funds, so schedule management with ample time to spare is necessary.<\/span><\/p>\n <\/p>\n 5\uff0eOpening a Corporate Bank Account<\/strong><\/span><\/p>\n The process is not complete once registration is finished. At present, the screening for opening a corporate account at a Japanese bank is extremely strict.<\/p>\n <\/p>\n Need for a Japanese-speaking contact person<\/strong>: Many banks strongly require that, even where the representative is a foreign national, there be a \u201ccontact person who resides in Japan and can communicate with the bank in Japanese.\u201d Without this, in some cases the application does not even make it to the screening stage.<\/span><\/p>\n <\/p>\n Proof of substance<\/strong>: In the case of a virtual office, the screening becomes extremely strict. It is indispensable to prepare items such as an office lease agreement, a business plan, and a Japanese-language website.<\/span><\/p>\n <\/p>\n 6\uff0ePost-Investment Report \/ Prior Notification Under the Foreign Exchange and Foreign Trade Act<\/strong><\/span><\/p>\n Where a foreign investor incorporates a Japanese company (acquires its shares), the investor must file a report with the Minister of Finance and the other competent ministers, via the Bank of Japan, under the Foreign Exchange and Foreign Trade Act (FEFTA).<\/p>\n <\/p>\n \u30fbPrior notification<\/strong>: Where the business falls within \u201csectors relevant to national security,\u201d such as weapons manufacturing, energy, and software (in part), a notification must be filed before the company is formed, and the investor must wait for the review to be completed (in principle, 30 days). Incorporating a company without knowing this constitutes a violation of these regulations, so checking the relevant business sectors in advance is essential.<\/span><\/p>\n \u30fbPost-investment report<\/strong>: \u00a0For most business sectors, it is sufficient to file a report within 45 days after incorporation.<\/span><\/p>\n <\/p>\n <\/p>\n Contact Us<\/span><\/strong><\/span><\/p>\n In our Japan Business Law Guide, we will continue to share useful information tosupport your business expansion and operations in Japan. <\/p>\n <\/p>","protected":false},"excerpt":{"rendered":" 1\uff0eBasic Structure of Incorporation To incorporate a company in Japan, you must first decide on the companyR … <\/p>\n\n
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