Incorporation + Compliance

Company Incorporation in Japan

Effortlessly incorporate and manage your company in Japan with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.

Company Incorporation in Japan
Cayman Islands Company Formation
Why Japan?

Japan as Your Business Destination

Unlock Growth Opportunities in an Emerging Market

Low PPP

Low Cost

Reduced operational and administrative overheads

Efficient

Efficient

Simplified compliance requirements and regulatory processes.

Demography

Demography

A large and young population provides a dynamic workforce.

No Residency

No Residency

Allows for foreign shareholding up to 100% in the company.

All-in-one Package

Company Incorporation Package

Everything You Need for Seamless Company Formation

COMPANY REGISTRATION

Online Company Incorporation

Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.

We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.

Online Company Incorporation
Local Office & Nominees
LOCAL ESSENTIALS

Local Office & Nominees

Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.

You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.

ACCESS BANKING

Bank Account Opening

You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.

You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.

Bank Account Opening
Work and Investor Visas
VISA SPONSORSHIP

Work and Investor Visas

Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.

Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.

Entity Structure

Multiple Company Types

Limited Company (Godo-Kaisha, GK)

A flexible, limited liability company structure ideal for small to medium-sized businesses in Japan.

Branch Office

An extension of a foreign company operating in Japan, without separate legal status from its parent company.

Representative Office (Chuzaiin Jimusho)

A non-commercial office in Japan used for market research and liaison activities.

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Flexible and secure payment options worldwide
Docs & Info

Documents Required

Mandatory documents and information required for your company formation

Individuals

If you are an individual:

Proof of Identity:

Included

A certified true copy (scanned version) of the passport (valid for at least 6 months)

Included

A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.

Proof of Address:

Included

One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.

It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).

It must be the most recent version and dated within the last 3 months.

Organization

If you are an organisation:

Company Documents:

Please provide us with certified true copy (scanned version) of the following company documents:

Included

Certificate of Incorporation

Included

Memorandum and Articles of Association / Constitution

Included

Register of Director

Included

Register of Shareholder / UBO

Included

Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).

Company Members:

All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.

PROCESS

Incorporate in 5 Easy Steps

From Paperwork to Approval: Making Company Formation Fast and Straightforward

Step 1

Tell us your requirements

Click here and fill out the short form to let us know your requirements.

Afterwards, our team will get in touch with you to guide you through the process.

Step 2

Documents and due-diligence

Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.

During the process of due diligence, our team might request additional information, documents, or clarification as needed.

If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.

Step 3

Application and follow-up

Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.

We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.

We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.

Step 4

Other registrations, if required

If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.

Step 5

Ongoing compliance

As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.

We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.

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What are the business entity types available in Japan?

Japan offers several types of business entities, each suited to different business needs and scales of operation. Here's an overview of the available options:

Limited Company (Godo-Kaisha, GK)

A Godo-Kaisha (GK) is a type of limited liability company that requires fewer formalities than a Kabushiki-Kaisha (KK). It’s ideal for smaller businesses or those not interested in issuing stock.

  • Fewer setup requirements than the KK structure.
  • Not designed for raising capital through stock issuance.
  • Suitable for small to medium-sized businesses.

Joint Stock Company (Kabushiki-Kaisha, KK)

Kabushiki-Kaisha (KK) is the most common and well-established corporate structure in Japan. It allows the issuance of shares, making it easier to raise capital.

  • Ability to issue shares and raise capital.
  • Investors can receive dividends.
  • More complex setup and regulatory requirements compared to other entity types.

Branch Office

A branch office operates under the governance of a foreign company's head office. It does not have independent corporate status but can engage in business activities like buying and selling goods.

  • Easy to set up due to limited decision-making power.
  • No corporate status, so it operates under the foreign company's legal structure.

General Partnership (Gomei Kaisha)

Similar to a general partnership, a Gomei Kaisha involves partners who are directly liable for the company’s obligations. This structure is typically used by small businesses with a high level of trust between partners.

  1. No minimum capital requirement.
  2. Partners bear full liability.
  3. Easier management without the need to answer to shareholders.

Limited Partnership (Goshi Kaisha)

A Goshi Kaisha is a limited partnership with two tiers of partners: general partners (who have full liability) and limited partners (who are only liable up to the amount of their capital contribution).

  • General partners manage the business and have full liability.
  • Limited partners contribute capital and have limited liability.
  • Limited partners cannot be involved in management without assuming full liability.

Representative Office (Chuzaiin Jimusho)

A representative office is used by foreign companies to explore and engage with the Japanese market without conducting direct business transactions. It’s often the first step for companies considering expansion into Japan.

  • Permitted activities include market research, information collection, and promoting the foreign parent company.
  • Not allowed to engage in sales or other profit-generating activities.
  • Any agreements made by the representative office must be signed by the foreign parent company, which is also fully liable for the office's actions.

Can foreigners incorporate a company in Japan?

Foreign investors can fully own a Godo-Kaisha (GK), a Japanese limited liability company, with no restrictions on foreign shareholding. The GK structure allows for 100% foreign ownership, meaning non-Japanese nationals or entities can control the entire company without the need for local partners. Additionally, there is no minimum capital requirement, allowing the company to be established with as little as JPY 1, though a more substantial capital is recommended for operational purposes.

Management of a GK is flexible, as it can be entirely handled by its foreign members, and there is no requirement for any member or manager to be a resident of Japan. This ease of formation, coupled with Japan's straightforward regulatory environment, makes the GK an attractive option for foreign entrepreneurs seeking to establish a business presence in Japan.

What is the structure of a limited company in Japan?

The Godo-Kaisha (GK) is a type of limited liability company in Japan that offers a flexible and less cumbersome alternative to the more traditional Kabushiki-Kaisha (KK). Here's a detailed breakdown of the structure and requirements for setting up a GK in Japan:

Directors

  • Minimum Number: A GK requires at least one director.
  • Nominee Directors: Nominee directors are allowed, which provides flexibility in managing the company.
  • Corporate Directors: Corporate directors are not permitted in a GK. All directors must be natural persons, which helps ensure accountability and direct management of the company.
  • Nationality: There are no nationality restrictions on directors, making it accessible for foreign nationals to hold this position.

Shareholders

  • Minimum Number: Just like directors, a GK needs at least one shareholder.
  • Nominee Shareholders: Nominee shareholders are permitted, allowing shares to be held on behalf of others.
  • Corporate Shareholders: Corporate entities are allowed to be shareholders in a GK.
  • Nationality: There are no restrictions on the nationality of shareholders, providing an opportunity for foreign investors to have full or partial ownership.

Share Capital

There is no statutory minimum capital required to establish a GK. While it's technically possible to set up a GK with only 1 yen, practical business operations and credibility considerations usually dictate a higher amount of initial capital.

For foreigners, especially, investing a substantial amount, such as ¥5 million, is advisable not only for operational reasons but also to meet the criteria for a Business Manager visa if the investor plans to reside in Japan.

Company Secretary

Unlike some other jurisdictions, there is no mandatory requirement to appoint a company secretary for a GK in Japan. However, managing administrative duties and legal compliance is crucial, so having a person assigned to handle these tasks, whether formally titled or not, is beneficial.

Office Space

A GK must have a registered office address in Japan. This address is used for legal and official communications. The office must be a physical location; virtual offices are generally not sufficient for registration purposes.

Documents required for a company formation in Japan

To incorporate a company in Japan, you need to prepare and submit various documents. These documents are essential to comply with Japanese regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.

Proposed Company Details:

  1. Proposed company names.
  2. Business Activities: Detailed description of the company’s purposes and objectives.
  3. Share Details: Number of shares, share classes (if any), rights attached, and nominal value.
  4. Power of Attorney: Signed by each shareholder for submission.
  5. Proof of a registered address in Japan

Personal Documents for Directors, Shareholders, and Promoters:

  1. Copy of colored passport with at least 18 months of validity.
  2. National identity card
  3. Proof of a foreign residential address.
  4. Resume and contact information.

Corporate Documents for Corporate Shareholders:

  1. Certificate of Incorporation.
  2. Memorandum & Articles of Association/Constitution and Amendments.
  3. Certificate of Incumbency.
  4. Proof of the registered address.
  5. Board of Directors structure and corporate chart.
  6. Corporate representative details and board resolution.
  7. Information on appointment of executive members (Godo Kaisha)
  8. Affidavit from the parent company regarding the existence of the company

Additional Requirements:

  1. Written confirmation that directors, shareholders, and other key individuals are not Politically Exposed Persons (PEPs).
  2. Principal place of business address.
  3. Source and origin of funds used in the business.
  4. Expected location of the company’s customers and suppliers.
  5. Information on the beneficial owner, if different from the named shareholder.

How do I incorporate a company in Japan?

Incorporating a company in Japan involves several detailed steps, particularly when establishing a Godo-Kaisha (GK), the Japanese equivalent of a limited liability company. Here's a concise guide on how to proceed:

Step 1 - Decide on Office Location

Before beginning the incorporation process, you need a registered office address in Japan. This address is crucial as it determines the Legal Affairs Bureau that will handle your paperwork. You can either lease a physical office or use a virtual office service, which provides a business address, phone number, and mail handling services.

Step 2 - Create a Company Seal

A company seal is essential for the incorporation process in Japan. It's used to authenticate documents and must be registered with the Legal Affairs Bureau. The cost of creating a seal varies, typically around ¥10,000 to ¥20,000, depending on whether it's machine-carved or hand-carved. Additionally, personal seals and registered seal certificates for each director are required throughout the process.

Step 3 - Draft the Articles of Incorporation

The Articles of Incorporation are a critical document that outlines your company's structure, including its name, purpose, capital, and the details of the founders. This document must be signed and sealed by all founders and then notarized. The notarization process involves paying a fee of around ¥50,000, along with a revenue stamp fee of ¥40,000, though online notarization may waive the latter.

Step 4 - Deposit Capital

Once the Articles of Incorporation are prepared, you must deposit the initial capital into a designated bank account. This step requires you to keep copies of the bank book showing the deposit, which will serve as proof when submitting your incorporation documents.

Step5 - Register the Company

With all the documents prepared and notarized, the next step is to file the registration with the Legal Affairs Bureau. This includes submitting various forms such as the Application for Authority to Do Business, the Registration License Tax Payment Slip, and proof of capital deposit. The process typically takes 7 to 10 days.

Step 6 - Post-Incorporation Procedures

After the company is officially registered, you must notify the tax office, file labor insurance forms if you have employees, and register for health insurance and pensions at the Japan Pension Service Office. These filings must be completed within a month of incorporation to ensure compliance with Japanese regulations.

Compliance requirements post-incorporation

After incorporating a Godo-Kaisha (GK) in Japan, companies must adhere to a range of compliance requirements to ensure they operate within the legal framework. These obligations primarily involve accounting, tax filing, and audits, which are crucial for maintaining good standing with Japanese authorities.

Accounting Obligations

In Japan, companies are required to follow Japanese Generally Accepted Accounting Principles (JGAAP), which align closely with International Accounting Standards, with some specific variations. Companies must prepare and submit annual financial statements, including a balance sheet, income statement, and cash flow statement. These documents must be compliant with the Financial Accounting Standards for Business Enterprises, issued by the Business Accounting Deliberation Council (BADC).

Additionally, companies may need to submit monthly and quarterly financial statements to local authorities. Public companies have more stringent disclosure requirements under the Financial Instruments and Exchange Act, while private companies, such as a GK, have slightly less stringent obligations but must still maintain accurate records and reports.

Fiscal Year and Annual Audits

The fiscal year in Japan typically runs from April 1st to March 31st of the following year. At the end of this fiscal year, companies are required to submit their financial documents to the appropriate authorities. For large companies, defined as those with capitalization of 500 million yen or more, or liabilities exceeding 200,000 million yen, an external audit by an independent certified public accountant or a professional auditing firm is mandatory.

Even smaller companies, like GK, must have their financial reports audited by corporate auditors if they have such structures in place. Non-compliance with these requirements can result in penalties, including fines for failing to submit financial statements or tax filings on time.

Tax Filing

Tax obligations in Japan are rigorous, with companies required to file returns that align with either the "White Form" or the "Blue Form." The Blue Form, offering better tax advantages, requires prior approval from the national tax office. Companies must decide on their tax filing status early on, as it impacts their reporting requirements. The deadlines for filing tax returns can be strict, and companies must ensure they meet these deadlines to avoid penalties.

Visas for foreign investors and employees in Japan

Japan offers a variety of visas tailored to the needs of foreign investors and employees, each designed to facilitate specific types of business and employment activities within the country.

Business Manager Visa

The Business Manager Visa is the primary visa for foreign nationals looking to establish or manage a business in Japan. To qualify for this visa, applicants must invest a minimum of ¥5 million into their company. This visa is valid for up to 5 years and can be renewed. After 3 years of holding the Business Manager Visa, individuals may be eligible to apply for permanent residency. This visa is ideal for executives, managers, and specialists who are managing a Japanese subsidiary, branch office, or a newly established business.

Highly Skilled Professional (HSP) Visa

The Highly Skilled Professional Visa is a fast-track visa designed for foreign workers with advanced skills in fields such as science, engineering, and academia. This visa offers various benefits, including a longer period of stay, the ability to bring family members to Japan, and eligibility for permanent residency after a shorter period compared to other visa types.

Engineer/Specialist in Humanities/International Services Visa

This visa is geared towards foreign workers in specialized fields such as engineering, academia, and international business. It allows foreigners to work in Japan in roles that require specific skills and knowledge, including IT, engineering, legal services, and marketing.

Skilled Labor Visa

The Skilled Labor Visa is intended for foreign workers with specialized skills in fields like cooking, nursing, and construction. This visa is crucial for industries that require specific technical abilities and expertise.

Startup Visa

The Startup Visa is designed for foreign entrepreneurs who want to start a business in Japan but do not meet the ¥5 million investment requirement of the Business Manager Visa. This visa allows entrepreneurs to establish their business and eventually transition to a Business Manager Visa once their company meets the necessary criteria.

Specified Skills Visa (SSV1 and SSV2)

The Specified Skills Visa is divided into two categories. The SSV1 is available to skilled workers in sectors like agriculture, shipbuilding, and nursing care, requiring technical and language proficiency. This visa is renewable for up to 5 years. The SSV2 is for individuals who have gained higher specialization while on an SSV1 and allows for an indefinite stay in Japan, along with the possibility of bringing family members.

Other Visa Options

Other visa types include the Cultural Activities Visa, Trainee Visa, and the Special Skilled Worker Visa. Each has specific conditions and is tailored to the needs of individuals in different fields, from artists and athletes to those seeking to gain practical experience in their respective industries.

Eligibility for Business Registration

Foreign nationals aiming to establish a company in Japan generally need a visa that permits business activities, such as the Business Manager Visa, Startup Visa, or unrestricted visas like Permanent Resident. Individuals with other visa statuses must change their visa to one that allows for business registration, such as the Business Manager Visa, after meeting the capital requirements.

VAT and tax considerations for companies in Japan

When operating a business in Japan, understanding the country’s tax system is crucial for compliance and financial planning. Japan imposes several types of taxes on companies, including corporate income tax, consumption tax (VAT), and various local taxes. Here’s an overview of the key tax considerations:

Corporate Income Tax

Corporate income tax is levied on the profits generated by companies operating in Japan. The standard corporate tax rate is 23.2%. However, when including local taxes, the effective tax rate for most companies ranges from 30% to 34%. Domestic corporations are taxed on their worldwide income, while foreign corporations are only taxed on income sourced within Japan. Additionally, foreign branches operating in Japan are subject to the same corporate income tax as local companies. The filing deadline for corporate income tax returns is typically two months after the end of the fiscal year.

Consumption Tax (VAT)

Japan’s consumption tax, commonly referred to as VAT, is imposed at a standard rate of 10% on the sale of goods and services. Companies with annual sales exceeding ¥10 million are required to register for consumption tax and comply with the relevant reporting and payment obligations. The consumption tax must be accurately calculated and remitted to the tax authorities, with companies also required to submit regular VAT returns. Some goods and services, such as food and beverages (excluding alcoholic items), are subject to a reduced rate of 8%, while certain transactions, like exports, may be exempt from VAT.

Local Taxes

In addition to national taxes, companies in Japan are subject to several local taxes, including the Inhabitant’s Tax and the Standard Enterprise Tax. The Inhabitant’s Tax is based on income allocated to the prefecture and city where the company operates, with rates typically around 3.2% for the prefectural portion and 9.7% for the municipal portion. However, these rates can be increased by local governments. The Standard Enterprise Tax, also known as the Local Corporate Special Tax, is levied by prefectural and municipal governments based on a company’s taxable income, with rates ranging from 20% to 30%.

Withholding Tax

Withholding tax in Japan applies to certain payments made by companies, such as dividends, interest, and royalties paid to foreign shareholders or entities. The withholding tax rates can vary depending on the nature of the payment and whether a tax treaty exists between Japan and the recipient’s country of residence. Generally, the withholding tax rate ranges from 15% to 20%, and companies must ensure timely and accurate withholding and remittance of these taxes to the Japanese tax authorities.

Tax Compliance and Reporting

Companies in Japan must adhere to strict tax compliance and reporting requirements. This includes filing corporate income tax returns, consumption tax returns, and local tax returns, such as the Inhabitant’s Tax and Enterprise Tax returns, within the specified deadlines. Non-compliance with these obligations can result in penalties and fines. Companies may also benefit from choosing the "Blue Form" tax return, which offers certain tax advantages, such as accelerated depreciation and tax loss carryforward, if approved by the National Tax Agency (NTA).

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