Foreign company registration process JapanTo complete the registration process of a company, an investor needs to follow the modes such as establishment of a representative office, a branch office registration, a subsidiary company registration. Investors can choose one out of three modes for completing the registration.
Business operation of a branch office will be started after getting the approval from Legal Affairs Bureau in Japan. Registration process for local and outsiders are almost same without the articles of incorporation of foreign companies. The information what must be given in articles of incorporation are different from the local company’s information. Besides, certificate for establishment and other documents are necessary for registration.
As guide line of foreign company registration process Japan, the investors or entrepreneurs must be submitted the stated above documents including the address of branch office, details of representative, the establishing date of branch office, disclosure method for balance sheet according to the Company Act (Article 933). For the foreign investors, it is important to certify their necessary documents from the authorities of their home countries. They also have to have a concern on affidavit, get the certificate from Japanese Embassy, open a bank account mentioning the name of branch office for the establishment.
Foreign investors should appoint minimum a Japanese resident and a Non-Japanese as director. Then move to the process of notarization. Investors should pay for the notarization of Memorandum of Association (MOA) and Articles of Association (AOA). Bank account of the company will not get approval until the completion of registration process. So, the investors can deposit the money through the account of Japanese director. There is an opportunity to transfer all money from the account of Japanese director to the company’s individual account after getting approval in Japan.
The necessary documents of insurance, certificates of income tax must be showed during registration. Foreign company makes a resolution mentioning the name of branch office designated by Japanese representative for registration. To rent an office is necessary which actually provides the validity and accuracy of a legal, address to the concerned authority, Legal Affairs Burau In Japan. The trade name of the foreign company, the location of the head office (Foreign), the incorporation law, the capital amount of incorporation, the already issued number of shares, visa of the directors and foreign employees should be submitted also during registration.
Every company should have its own legal seal which is mandatory in Japan. So, the new company (both local and foreign) which tends to be registered, make a branch seal is a must and the company should bear the costs of making seal. The representative of Japan’s branch office should have a seal certificate which is mandatory to register branch office. For the foreign investors who don’t have a personal Japanese seal certificate, they can use notarized seal certificate as alternative.
Subsidiary company registration is another mode what the investors may follow as their company registration. The application date of subsidiary company registration is counted the date of carrying out business of the company in Japan. To go through the subsidiary company establishment, some documents are needed like foreign company’s certified profile, the certified copy of the representative of the foreign company, Besides, the documents of representative’s authentic seal certificate, the articles of incorporation, official documents and notarized affidavit copy are required. Capital certificate is needed when the foreign company requests to take the capital to a special account.
If the investors want to establish joint-stock corporation (preferable for foreign investors), they should follow some procedures such as the core task is to fix a corporate name, prepare all the essential documents for incorporation articles of joint-stock corporation and acquire the certificate of parent’s company. Appointment letter of the directors and other employees should be attached, open a bank account under the name of company is mandatory and then apply for registration to the Legal Affairs Bureau. Company can notify the acquisition of the stock exchange which is allowed in some certain sectors. The completion of total process can be required almost 2 months.
Special bank account and capital custody certificates are rarely used in case of outside offering, high level of bank fees or the facts that bank don’t allow to open a special account. On the other hand, when foreign joint stock corporations incorporate with the local corporation or individual with or without outside offering, it is seen that all shares of subsidiary of the foreign company are owned by the joint-stock corporation.
Investors tend to establish Godo Kaisha which is Limited Liability Company (LLC), they should maintain the following procedures such as fix an identical corporate name which must be approved by Legal Affairs Bureau, the certificate of acquisition, notarized copy of affidavit and company’s profile, Signature Certificate of representatives and equity participants, all the prepared documents of Godo Kaisha’s articles of incorporation, open a bank account under the name of company and apply for the registration in Legal Affairs Bureau. The total is required about 1 month for completion the total process.