Procedures for registering establishment
Registration of establishment of a branch office
A branch office may begin business operations after registering its establishment at the Legal Affairs Bureau; branch offices of foreign companies must register in accordance with the registration requirements for Japanese corporations of most similar form to that of the foreign company.In order to select the most similar form of Japanese corporations and to determine the information of the Japanese corporations to be registered, reference should be made to the foreign company's articles of incorporation, establishment certificate, registration certificate, and other such documentation. Once the details to be registered in accordance with Article 933 of the Companies Act --- specifically, the address of the branch office, the representative in Japan, the date of establishment of the branch office and the disclosure method for balance sheets, etc. --- are determined, the information that must be registered can be ascertained.
Document(s) certifying the information to be registered must be submitted when applying for registration of the establishment of a branch office, and the certified document(s) must be issued by the competent authorities in the home country of the foreign company. Instead of these certification documents, it is often convenient to use an "affidavit" on information for registration certified by a notary public, etc. in the home country of the foreign company or that country's embassy/consulate in Japan. *1 Document(s) actually required will be determined individually for each company. When using certification document(s) issued in the home country of the foreign company in a foreign language for application for registration, a Japanese translation shall be submitted for the parts necessary for application for registration.*2
General flow of procedures for establishing a branch office
step
1Prior notification of establishment of branch office to the Bank of Japan depending on category of industry
step
2Determination of branch office information to be registered
step
3Examination at the Legal Affairs Bureau of identical corporate names
step
4Establishment of branch office (date of branch office establishment is at the branch office's discretion)
step
5Preparation of affidavit on establishment of branch office
step
6Certification of affidavit by notary public, etc. in the home country of the foreign company or embassy/consulate in Japan*3
step
7Application at the Legal Affairs Bureau for registration of branch office establishment; registration of company seal at Legal Affairs Bureau
step
8Acquisition of certificate on registered information and company seal impression certificate
(approx. two weeks after application for registration)
step
9Opening of bank account under branch office name
Registration of establishment of a subsidiary company
Subsidiary companies are established through registration with the Legal Affairs Bureau. The application date for registration will also be the date of establishment, and the company may carry out business operations from that date. Some of the documents needed for the subsidiary establishment procedures should be prepared in the home country of the foreign company: document(s) certifying the profile of the foreign company, document(s) certifying the representative authority of the foreign company's representative, document(s) certifying the authenticity of the signature of the foreign company's representative and certificate(s) of signature for the person(s) to be appointed as director(s), etc. (if any) of the subsidiary company.
The foreign company's articles of incorporation, establishment certificate, registration certificate and other official documents as well as an affidavit and a certificate of signature notarized by a notary public in the home country of the foreign company are ordinarily used. These documents will be required in completing the procedures for certifying the subsidiary company's articles of incorporation in Japan. Document(s) certifying that the foreign company has decided to establish a subsidiary company may also be needed when requesting a financial institution to take custody of the subsidiary's capital and issue a capital custody certificate. The capital custody certificate is a certificate issued by a financial institution when the full amount of the subsidiary's capital has been remitted to a special account specified by the financial institution asked to take custody. The certified articles of incorporation and the capital custody certificate may both be needed when applying for registration of company establishment. Document(s) actually required will be determined individually for each company.
General flow of procedures for establishing a Kabushiki-Kaisha
(joint-stock corporation)
step
1Determination of profile of joint-stock corporation to be established
step
2Examination at the Legal Affairs Bureau of identical corporate names
step
3Preparation of joint-stock corporation's articles of incorporation
step
4Acquisition of registration certificates, etc. for parent company, and preparation of affidavits regarding profile of parent company and affidavits regarding signatures of representatives of parent company (affidavits must be attested by a public notary in equity participants' own countries)
step
5Notarization of joint-stock corporation's articles of incorporation by Japanese notary
step
6(Application to bank for capital custody and issue of capital custody certificate in case of incorporation with outside offering)
step
7Remittance of joint-stock corporation capital to account of incorporator, representative director, or director at incorporation
(Remittance of joint-stock corporation capital to special bank account in case of incorporation with outside offering)
step
8Appointment of directors and other officers, such as representative directors and auditors
step
9Examination by directors and auditors of legality of establishment procedures
step
10Application at the Legal Affairs Bureau for registration of joint-stock corporation establishment (joint-stock corporation establishment date) ; registration of company seal at the Legal Affairs Bureau
step
11Acquisition of certificate on registered information and company seal impression certificate (approx. within about two weeks from four days after application for registration)
step
12Opening of bank account under company name
step
13Notification of stock acquisition to the Bank of Japan (notification prior to company establishment may be required in certain sectors)
General flow of procedures for establishing a Godo-Kaisha (LLC)
step
1Determination of profile of Godo-Kaisha to be established
step
2Examination at the Legal Affairs Bureau of identical corporate names
step
3Acquisition of certification regarding equity participants (in equity participants' own countries):
AAcquisition of registration certificates, etc. for companies that will become equity participants, and preparation of affidavits regarding profiles of companies that will become equity participants and affidavits regarding signatures of representatives of companies that will become equity participants (affidavits must be attested by a public notary in equity participants' own countries)
step
4Acquisition of certification regarding equity participants (in Japan):
Acquisition of registration certificates for companies that will become equity participants Acquisition of seal certificates for individuals/companies that will become equity participants
step
5Preparation of Godo-Kaisha's articles of incorporation
step
6Payment by members of investment stipulated in articles of incorporation (to members’ bank accounts)
step
7Application at the Legal Affairs Bureau for registration of establishment of Godo-Kaisha (Godo-Kaisha establishment date), registration of company seal at the Legal Affairs Bureau
step
8Acquisition of certificate of registered information and company seal impression certificate
step
9Opening of bank account under company name
step
10Notification of stock acquisition to the Bank of Japan
(notification prior to company establishment may be required in certain sectors)
