10 steps to incorporate your in Japanese company

The typical procedures CLA Consultants Group follows during a Japan engagement are described below:

Pre-incorporation steps

  1. Due diligence: Before CLA Consultants Group proceeds with the engagement, our Client i) emails us scans of at least 75% of the due diligence documents requested by our compliance department ii) settles our fees and iii) signs our engagement letter. Thereafter, CLA Consultants Group provides our Client with a detailed project plan, outlining all steps needed before they can start business in the country;
  2. Engagement planning: To start the project, our team will then agree with our Client on the company name and the optimum corporate structure, including shareholders and directors. As much as possible, we will recommend our client to appoint a Japanese resident or Japanese speaking director or legal representative. We also prepare a business plan describing our Client’s planned business in Japan for their review and approval.
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Incorporation steps

  1. Submission of registration application: When the final corporate structure is agreed with our Client, CLA Consultants Group i) reserves the company name with the Department of Economic Development (METI) and ii) prepares Power of Attorneys and company registration documents including deeds of establishment, articles of association and company seal. After being signed by our Client, these documents are authenticated by a Notary Public;
  2. Office lease agreement: Meanwhile, our Client provides us with a lease agreement for their office premises. If our Client is unable to do so, CLA Consultants Group can alternatively supply Japan virtual office services until our Client finds their preferred business address;
  3. Japan company incorporation: When the above is completed, we submit a company formation application to the Japanese company registrar. The same is usually approved within 10 to 15 working days and we immediately provide our Client with a scanned copy of the certificate of incorporation upon receipt.

Post-incorporation steps

  1. First meeting of the shareholders: CLA Consultants Group assists our Client to prepare all post- incorporation documents in English and Japanese, including notably the minutes of the first meeting of directors and the Share Certificates;
  2. Tax registration: our Firm will register the company for both National Tax and Local Tax at the nearest District Tax Office and obtain a tax identification number and business registration certificate;
  3. Corporate bank account: When the above is completed, we assist our Client to open a corporate bank account in Japan without travel. This process can take anywhere between 2 to 3 months including activating online banking facilities. Our Client’s local resident director or CLA Consultants Group’s appointed professional passive resident director visits the bank branch in Japan to secure corporate bank account numbers. Our banking team also obtains bank passbooks and company seals, if required.
  4. Business start-up services: If needed, our team assists our Client to obtain corporate finance, trade finance and to open merchant accounts. Banks will usually require customers to have been operating in Japan for at least 6 months to 1 year before any applications are entertained. If required, CLA Consultants Group will also assists our Client to locate permanent business premises and recruit local staff.
  5. Engagement completion: Following incorporation in Japan, CLA Consultants Group provides our Client with a complete company kit including i) original Certificate of Incorporation; ii) a bound copy of the government approved Articles of Association; iii) original share certificates and tax registration certificates and iv) company seal certificate.
  1. The documents required for foreigners willing to form a company in Japan are similar to those requested for locals. They mostly include:
    • For corporations: i) legalized copies of the certificate of incorporation, M&AA, latest annual return and financial statements ii) a resolution by the directors (or shareholders according to powers given by the M&AA to directors) approving the formation of a subsidiary in Japan and appointing directors. These documents must also be translated in Japanese by a sworn translator;
    • For individuals: i) legalized copies of their passport and a recent proof of address ii) bank statements or another document showing the availability of funds to pay up for the shares (only for larger amounts of paid-up capital). These documents must also be translated in Japanese;
  2. Below is a sample list of documents that CLA Consultants Group will draft in English and Japanese and request our Clients to sign and courier return for the purpose of company formation:
    1. Power of Attorney for Articles of Incorporation and the Companies Registry
    2. Articles of Incorporation (draft)
    3. Decision of Members
    4. Acceptance of Representative Member
    5. Acceptance of Executor(s)
    6. Guarantee Letter for use of seal impression
    7. Power of Attorney for the deposit of the share capital (if required)
    8. Declaration of paid-up share capital
    9. Signature attestation form for the authorized individual
    10. Company seal registration form (only in Japanese)
    11. Company card registration form (only in Japanese)
How long does it take to incorporate a company in Japan?

It takes on average 14 weeks to incorporate a Japanese company including i) engagement planning ii) incorporation iii) corporate bank account approval iv) corporate internet banking approval and v) engagement completion.

To incorporate a company in Japan, the minimum share capital required is i) US$1 for an LLC and ii) US$600 for a joint stock company.

The corporate tax rate in Italy is 31.4%. Corporate tax returns must be filed within 9 months of the end of the accounting year. CLA Consultants will assist our Clients complete all necessary monthly, quarterly and yearly financial reporting.

CLA Consultants will guide our Clients throughout the incorporation process in Japan. After advising our Clients which entity would suit them best, we will complete the incorporation, bank account opening and tax registration on our Client’s behalf.

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For more info on company registration, please contact our expert directly:

Mr. Petar Chakarov
Senior Manager, Sales & Business Development
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