This blog is to explain the necessary procedures for company establishment in Japan.

Basically, a judicial scrivener（司法書士） can handle the procedures for you.

Procedures of Company Establishment

Here are the procedures of company establishment

1. Decide the company’s outline
2. Make a corporate official seal （Hanko）
3. Prepare the articles of incorporation and have them certified
4. Deposit the investment (capital amount)
5. Prepare the registration documents and submit them to the Legal Affairs Bureau

Decide the Company’s Outline

When setting up a company, you need to decide the company’s basic structure. The key items required are as follows:

• Company name
• Location
• Capital amount
• Date of establishment
• Fiscal year
• Business purpose
• Directors
• Shareholders

Make a Corporate Official Seal （Hanko）

When applying for establishment registration at the Legal Affairs Bureau, a company official seal is required. You may also need to create a bank seal to open a corporate bank account.

Prepare the Articles of Incorporation （Teikan）

The articles of incorporation are essential documents that outline the rules for operating the company. The following five items are mandatory and must be included in the articles of incorporation. If any of these items are missing, the articles of incorporation will be invalid:

• Company name
• Business purpose
• Head office location
• Value of assets contributed at the time of incorporation or the minimum amount
• Name and address of promoter

Deposit Capital Amount

Capital payment will be made after the articles of incorporation are created. At this point, the company registration has not yet been completed, so a corporate bank account cannot be opened. Therefore, the capital will be transferred to the promoter’s personal account.

The capital amount should be less than JPY10milion for consumption tax purposes.

Prepare the Registration Documents and Submit Them to the Legal Affairs Bureau

Prepare the necessary documents for registration and submit them to the Legal Affairs Bureau. A registration license tax must be paid. The tax is calculated as “capital amount x 0.7%.” The minimum tax liability is JPY 150,000 for a Kabushiki Kaisha (株式会社) and JPY 60,000 for a Godo Kaisha (合同会社).

The registration process typically takes around a week, and the date of registration is the company’s incorporation date.

Other Procedures

Tax

Various taxes are levied on companies. Once the incorporation registration is completed, the necessary documents must be submitted to the tax authorities.

An accounting office such as ours（会計事務所）can handle these procedures for you.

• Notification of Incorporation Application
• Blue Tax Return Filing Ftatus
  A company can benefit from certain tax advantages by obtaining blue tax return status.
• Application for One Month Filing Extension for Corporate Tax Return
  This application allows for a one-month extension for filing corporate tax returns.
• Notification of Commencement of Payment of Wages and Salaries
• Application for Special Provision for Due Date Extension of Withholding Taxes
  After submitting this application, the withholding tax payments will be made twice a year (on July 10 and January 20). This system is only available to companies with 9 or fewer employees.

Social insurance procedures

To enroll in social insurance (such as health and pension insurance), you need to notify the pension office. Even if the company has only one director, enrollment in social insurance is mandatory.

If you hire employees, you will need to enroll in workers’ accident compensation insurance and employment insurance. Workers’ accident compensation insurance is handled by the Labor Standards Inspection Office, while employment insurance is handled by Hello Work.

A Labor and Social Security Attorney （社会保険労務士） can manage these procedures.