Incorporating a Business

How to Guide – Incorporating a Business in Japan

 

How to Incorporate a Business in Japan

How to incorporate a business in Japan

No. Procedure Time to Complete Associated Costs
1 Search the company name
Agency: Legal Affairs BureauUnder the Japanese Company Laws, entrepreneurs may not file an application for incorporating a company if the same company name and head office address are already registered. There is no need for entrepreneurs to check the uniqueness of the company name and make the name reservation at the Legal Affairs Bureau of the Ministry of Justice. However, they need to check if the proposed company name and head office address has been registered. This can be easily be checked through books or personal computers installed and offered for searching at the Legal Affairs Bureaus or online http://www1.touki.or.jp/gateway.html
Less than one day (online procedure) no charge
2 Make a company seal
Agency: Seal makerThe company seal is required by law: Article 20 of the Commercial Registration Act. The associated fee is JPY 10,000 for machine-carved seal or JPY 20,000 for hand-carved seal.
3 days JPY 10,000 – JPY 20,000
3 Register at the Legal Affairs Bureau of the Ministry of Justice
Agency: Legal Affairs Bureau of the Ministry of JusticeTo apply for registration, the entrepreneur must submit several supporting documents with the application to the Legal Affairs Bureau headquarter or any of its branch offices designated in major cities, including:

– Articles of incorporation
– Application of seal registration
– Letter of proxy (if company is registered by a lawyer or a judicial scrivener)
– Personal seal of the director or a lawyer registering the company
– Proof of paid in capital
– Proof of address
– Confirmation of appointment of the company representative
– Confirmation from company representative that he agrees to the appointment.

Additionally, the company’s seal must be registered at the Legal Affairs Bureau of the Ministry of Justice upon registration of the company. Certificate of corporation seal registration costs Yen 450.

Once the filed documents are reviewed and approved, the company applies for the issuance of a company registration certificate. Normally, a judicial scrivener completes this registration procedure on behalf of the company.
By virtue of the amended Commercial Registration Regulations in force since June 2004, company registration applications can be submitted online. To do so, the user must first obtain an electronic signature or a digital certification. There are two types of digital certifications: data file and IC card. The user must purchase an IC card reader to use the IC card system.

3 days 0.7% of the capital amount or JPY 60,000, whichever is higher plus Yen 450 for the Certificate of corporation seal registration
4 File the notification of company incorporation and the opening of a payroll office; and Apply for the approval of blue tax returns at the District Tax Office
Agency: Tax OfficeThe notification of the company incorporation must be filed within 2 months of the incorporation date.
The notification of opening a payroll office must be filed within one month of the opening of a payroll office.
The application for the approval of blue tax returns must be filed either within 3 months of the incorporation date, or a day prior to the end of the first fiscal year, whichever comes first.
1 day no charge
5 File the notification of commencement of business at the tax office of the municipal or prefectural government
Agency: Tax OfficeIf the head office of the company is located within Tokyo’s 23 wards, the company must file a Notification for the Commencement of Business at the tax office of the Tokyo Metropolitan Government within 15 days of company incorporation.
If the head office of the company is located outside Tokyo’s 23 wards, the company must file a Notification of Incorporation at the tax office of the municipal government and the tax office of the prefectural government within 1 month of company incorporation.
1 day no charge
6 File the necessary labor insurance notifications and employment rules at the Labor Standards Inspection Office
Agency: Labor Standards Inspection OfficeEmployees are automatically provided with labor insurance as soon as they are hired. Labor insurance usually includes employment and worker’s compensation insurance.

Upon recruitment, the company must file without delay the following documents at the competent Labor Standards Inspection Office:
• Notification of the application for labor insurance
• Notification of the commencement of labor insurance within 10 days of the insurance coverage commencement date
• Notification of the approximate insurance contributions within 50 days of the insurance coverage commencement date
• The rules of employment (once the company hires 10 or more employees)
• Agreement on overtime and holiday work (the “36 agreement”) if the company anticipates that its employees will work overtime or on public holidays, irrespective of the number of employees.

1 day no charge
7 File the applications for health insurance and public welfare pension at the Japan Pension Service
Agency: Japan Pension ServiceAs soon as the company and its employees are covered for health insurance and public welfare pension, the company must file the following documents at the Social Insurance Office within 5 days of the business insurance coverage commencement date:
– Notification of the acquisition of insured status
– The insurance details covering Health and Employee Pension insurance
– Corporate Registry Certificate
Less than one day (online procedure) no charge
8 File the company application for employment insurance at the Public Employment Security Office
Agency: Public Employment Security OfficeThe notification of the company’s application for employment insurance must be filed at the Public Employment Security Office within 10 days of commencement of employment by the company.
When a new employee is recruited, he/she is automatically insured under the company’s employment insurance. The company must thus file a “Notification of Acquisition of Insured Status under Employment Insurance” at the Public Employment Security Office by the 10th day of the month immediately consecutive to that of the employee’s appointment date.
Less than one day (online procedure) no charge

Source: World Bank / Doing Business