Establishment of a company can be broadly divided into two types.
- establishing a subsidiary of a foreign company
- establishing a brand-new company
In either case, the two most popular form of company are:
- Kabushiki Kaisha(KK) Joint Stock Corporation
- Godo Kaisha(GK) Limited Liability Company
There are two other types of company, Gomei Kaisha and Goshi Kaisha. But they are rarely chosen because equity participants bear unlimited liability rather than limited liability.
１．Procedure of setting up Kabushiki Keisha (Joint Stock Corporation)
Preparation (Determination of basic principles, Creating Company Seal)
Determine basic principles like trade name, purpose, place of principal office, corporate capital, whether or not share transfer can be made, structure of entity, fiscal year, etc. A company seal will be needed for various applications, so early preparation is preferred.
Preparation of Articles of Incorporation
Articles of Incorporation are regulatory documents that outlines company’s operations and its purpose.
Notarization of Articles of Incorporation
Articles of Incorporation must be notarized at a Notary Public Office. We will go to Notary Public Office for the procedures.
*Godo Kaisha (LLC) does not require Notarization of Articles of Incorporation
Deposit of Capital
Investors must transfer initial capital to a financial institution (Japanese branch of foreign bank or branch of Japanese bank in their home country). In principle, only an account of the investor (incorporator) or representative director can be used.
Filing the application for registration of company
Judicial Scrivener in the team will prepare all necessary documents for the registration of incorporation and that of company’s seal to file the applications. The date of application is the date of incorporation.
２．Procedure of setting up Godo Kaisha (Limited Liability Company)
Preparation (Determination of basic principles, Creating Company Seal)
Determine basic principles like trade name, purpose, place of principal office, corporate capital, structure of entity, fiscal year, etc. A company seal will be needed for various applications, so early preparation is preferred.
Preparation of Article of Incorporation
Articles of Incorporation are regulatory documents that outlines company’s operations and its purpose.
Deposit of Initial capital
Unlike Kabushiki Kaisha (Joint Stock Corporation), there’s no regulation that the initial capital must be transferred to Japanese financial institute for Godo Keisha (LLC). It is permitted to present cash to the representative director at the time of incorporation.
The proof of remittance would be needed for the application of establishment of the company, but it could be the receipt of the capital created by a representative for Godo Keisha (LLC).
Filing the application for registration of company
Judicial Scrivener in the team will prepare all necessary documents for the registration of incorporation and that of company’s seal to file the applications. The date of application is the date of incorporation.
