Start a Business in Japan
| Setting up a subsidiary |
Starting a company in Japan may seem quite difficult.
Indeed, not only is it vital to know relevant Japanese laws, you also must
go through the right channel and formalities to start and run a business.
However, with our experience and expertise, you can start a new business
that meets your needs at a reasonable cost. |
How much does it cost to set up a company?
Since a new Company legislation came in to effect in 2003, the minimum amount of capital required to set up a joint-stock company (a.k.a. ‘kabushiki gaisha’) is just 1 yen.
On the other hand, you will need to pay the registration fee of 150,000
yen to the Ministry of Justice.
You should also know that the complete articles of association written
by the agent would cost approximately 50,000-60,000 yen.
And the price for the company seal varies from 2,000 to 300,000 yen.
“How do I set up a company?”
The following guideline describes the general case.
| STEP 1 DECIDING A PROMOTER |
↓
↓
| STEP 3 CREATING A COMPANY SEAL |
↓
↓
↓
STEP1 DECIDING A PROMOTER
You need to decide a promoter.
Promoter is the one who decides basic matters and creates articles of association.
The number of promoter should be more than one person.
However, more promoter you have, more complicated the procedure becomes.
We recommend you to have no more than 3 promoters to start a company.
The promoter should hold at least one share.
There is no specific qualification to become a promoter.
STEP2 DECIDING A TRADE NAME, BUSINESS PURPOSE AND ADDRRESS OF THE REGISTERED OFFICE.
Trade name should not be the same as the one that already exists.
However, since the New Company Act 2006 came into force, it has become
possible to register a similar name to the ones that already exist provided
that it has the registered office at a different address.
You can check at the Legal Affairs Bureau if the same trade name has already
been registered.
Next step is drawing up business purpose.
It may seem straightforward but there are certain criteria to be met.
The business purpose should be clear, specific, commercial and legitimate.
To put it in a nutshell, the business purpose should be comprehensible
and legal. Alternatively, you should check if your business operation requires
a business license.
As for the address of the registered office, although there is no major restriction on fixing address of the registered office, it is where your company resides and thus has to be an effective and living physical address.
It is the place where all official documents, correspondence, notices and
reminders to the company directors from courts and government agencies
are delivered and such communications automatically deemed to have been
received by them.
On the other hand, your day-to-day business activities and routine administration
can be conducted from any other location.
STEP 3 CREATING A COMPANY SEAL
The company seal, a.k.a. “company stamp or & signatory”, needs to be
crafted.
It is also known as “Hanko”.
In Japan, a company seal is used in many business scenes.
Business offers are usually accompanied by official documents with notarized
company seals stamped on them.
Each one shall be individually carved and the price for the seal varies
from 2,000 to 300,000 yen.
STEP 4 DRAWING UP ARTICLES OF ASSOCIATION
Articles of association are often referred to as “the constitution of a company” as they determine the internal rules of your business operation.
Naturally, it should be structured carefully and effectively.
The certain minimum information that should be contained in articles of
association, aka Absolute entries, is as follows:
1. Business purpose
2. Trade name
3. Address of the registered office
4. Amount of capital
5. Name and address of a promoter
6. Total number of shares to be issued
Matters that may be included in articles of association, aka relative entries,
are as follows:
1. Investment in Kind / Goods Financing
2. Rules on Transfer of Shares
3. Fiscal year of association
4. Matters relating to the General Meeting of Shareholders.
STEP 5 DEPOSIT THE CAPITAL INTO THE COMPANY’S BANK ACCOUNT
You need to have a certificate that certifies that the share capital is
deposited with the promoter’s bank account.
Either a copy of promoter’s bank book or his/her bank balance certificate
may be used as the certificate.
STEP 6 REGISTERING WITH THE LEGAL AFFAIRS BUREAU
Application is submitted to the Legal Affairs Bureau.
It will normally take about 10 to 14 days for the registration is completed!
|
