Here at PKF JAPAN, we can assist you in completing all the procedures necessary for establishing a new company, the preparation, and submission of documentation that is required by government offices. We undertake a preliminary examination of the proposed company before proceeding with the establishment process to ensure that the Japanese corporation or branch will be accepted. We implement a series of procedures related to the establishment and start-up process for a new company to ensure a trouble-free experience for our clients and provides accounting, tax, personnel, and labor advice as required.
At PKF JAPAN, we have a team of experts with a wealth of experience in establishing foreign companies in Japan who can quickly and effectively create a new company for our clients. Specifically, we can support the establishment of a corporation (Kabushiki Kaisha or KK) or a limited liability company (Goudou Kaisha, or GK). The office that establishes a new company must be well versed in tax law to ensure the newly formed company is not adversely affected by taxation regulations. Questions regarding the payment of capital, the total number of issued shares, and the organization of shareholders and directors will need resolution before the establishment.
At PKF JAPAN, our team of experts also have a wealth of experience in setting up Japanese branches of foreign corporations, and they can quickly and reliably set up a branch office for our clients. Setting up a branch in Japan will bring advantages, including being able to use your reputation from your home country, but there are also disadvantages due to being a foreign corporation. The establishment of a branch in Japan requires following more complicated procedures than those for establishing a Japanese corporation. We at PKF JAPAN take the time to fully explain the advantages and disadvantages to our clients to allow then to make an informed decision before our team of professionals then supports them in setting up their new branch.
If you do not already have a representative resident in Japan, PKF JAPAN can offer our services as the external officer for your new business, assuming the position of the representative director for your Japanese subsidiary. Once you have completed the acquisition of a business management visa allowing your representative director to become officially appointed and replace the external officer who can promptly resign. As part of our services, we can provide accounting and tax services, personnel and labor services, and payment agency services. We employ bilingual staff who are proficient in English and Chinese to facilitate communications between you and our designated external officer. Please note that, due to the nature of the service, there are specific conditions associated with its provision requiring discussion in depth. For more information on the terms and remuneration requirements, please contact us by email or phone.
Here we present an overview of the process for establishing a Japanese corporation, the most common method of creating a business entity to enable a foreign corporation that is seeking to do business in Japan. We have highlighted those steps of the processes where we can support you in this endeavor.
STEP 1: DETERMINE THE CORPORATION’S BASIC INFORMATION
The first step of the process is to decide on a company name, the head office location, its purpose as defined in the articles of incorporation, its capital, and its officers.
(How we will help you)
Our assistance begins with gathering all the information that we need from you with regards to the new business in your preferred language. This information will then be translated into Japanese and revised to match Japanese laws and business customs. We will make any necessary adjustments for the location of the head office, the capital, your business management visa, and any tax implications
STEP 2: PREPARATION AND CERTIFICATION OF THE ARTICLES OF INCORPORATION OF A STOCK COMPANY
Building from the information gathered in Step 1, the articles of incorporation include the total number of shares that can be issued and the dates of the company’s fiscal year. Once completed, the articles of incorporation require notarization.
(How we will help you)
Based on the information that you have provided, we will create the articles of incorporation, which is a vital document that serves as an entity’s constitution. We can create copies of these articles of incorporation in Japanese, English, and Chinese. Once completed, we can take all the necessary steps up until the point of notarization.
STEP 3: CAPITAL CONTRIBUTION
The transfer of the capital to the business owner’s designated bank account.
(How we will help you)
In Japan, the correct allocation of capital contribution is one of the most critical tasks when establishing a company. We support the establishment of Japanese corporations by providing detailed instructions on the appointment of the incorporator, the proper method for the transfer of capital to the business bank account, and what actions to take if you are unable to use the incorporator’s bank account.
STEP 4: PREPARATION OF SUPPORTING DOCUMENTS
We help you compile all the documents required for a registration application, including a letter of consent for the appointment of a director, a document certifying the payment of the capital payment, a certificate detailing the calculation of the amount of capital.
(How we will help you)
We help you prepare all the necessary documents in Japanese to the required standard, including the articles of incorporation and a certificate for the transfer of capital. If required, we can prepare all these documents ourselves on your behalf.
STEP 5: APPLICATION FOR REGISTRATION OF CORPORATION
Once you have all the necessary materials available, you can apply for registration at the regional Legal Affairs Bureau, which has, or will have, jurisdiction over the proposed location of the company’s head office.
(How we will help you)
We can submit all the documents created in the previous steps to the Legal Affairs Bureau with the appropriate jurisdiction. If the Legal Affairs Bureau needs to contact you after submission, we will respond appropriately on your behalf and follow up on any queries or clarifications until the successful establishment of your new company.
Before we offer our services, our team at PKF JAPAN will typically schedule an initial consultation with potential clients to ensure that we fully understand their business, identify the most appropriate options for their individual needs, and allow us to provide an accurate quotation. We may ask you the following questions to help this process:
(Establishment of a corporation [KK])
| 1. The name of your New Company | Your Company |
|---|---|
| a. Choose your official company name – You may form the name using characters from the Roman alphabet, Arabic numerals, Kanji, Hiragana, or Katakana syllabary (or a combination of all or any of these). – You must include the characters “株式会社” before or after the chosen name. Example: 株式会社ABC Printing |
Enter the Company Name (Official Name) |
| b. You also need to choose an unofficial English version of the selected company name. The unofficial name can include any of the following business suffixes: – Co., Ltd – K.K. – Inc. Example: ABC Printing Co., Ltd |
Enter the English Version Company Name (Unofficial Name) |
| 2. Address | Your Company |
| You need to select the official Company address in Japan, where the company is required to be registered.
Example: Please Note: |
Enter the Company Name (Official Name) |
| 3. Paid in Capital | Your Company |
| You need to decide the initial capital amount, specified in Japanese Yen (JPY), and you must transfer this amount into the account of a shareholder or representative director before incorporation.
Example:1,000,000 JPY Please Note: |
Enter initial Capital in JPY |
| 4. Value & Number of Shares | Your Company |
| You need to decide the Value per Share (In JPY)
Example:10,000 JPY per Share |
Enter Value of Shares |
| You need to decide the total Number of Shares
Example:100 Shares Please Note: |
Enter Number of Shares |
| 5. Fiscal year | Your Company |
| You need to decide your preferred Fiscal Year Start and End dates
Example:June 1st to May 31st Please Note: |
Enter Fiscal Year Start and End Dates |
| 6. Business Purpose | Your Company |
| You need to provide a list of your business’s main activities in sufficient detail:
Example: Please Note: |
Enter Business Purpose (List of Activities) |
| 7. No. of Directors / Shareholders | Your Company |
| You need to identify the number of Directors, Shareholders, and, if applicable, Internal Auditors.
Example: |
Enter Number of Directors, Shareholders, and Internal Auditors |
| 8. Share Contribution Ratio | Your Company |
| You need to name each shareholder and their shareholding ratios.
Example: |
Enter Shareholder Names and Ratios |
| 9. Director Details | Your Company |
| You are required to provide the details of the Representative Director (Mandatory) and details of any other Directors (if applicable) of the new Japanese company.
① Full Name – You must register this name in Japanese if this is a non-Japanese name, but you have a preference of how this name will appear in Katakana, please write it the chosen Katakana characters below the official spelling of the name. Example: |
Enter details of the Representative Director 1. 2. 3. 4. Enter details of all additional Representative Director or Director (if applicable) |
| 10. Director Term | Your Company |
| You need to decide on the term of the directors (including the Representative Director):
The maximum period that you may appoint a for is ten years. After the appointed term has expired, the directors must be re-appointed, and their registration renewed. Example: |
Enter Term Details |
| 11. Shareholder Details | Your Company |
| You need to enter the details of each Shareholder. Note that if a shareholder is an entity rather than a person, these details should include the signing director`s information. ① Name Example: |
Enter details for each Shareholder 1. 2. 3. |
Our INCORPORATION services boast the following four major features:
PKF JAPAN is home to an integrated team of Certified Professional Accountants (CPA), Enrolled Agents (EA), Tax Advisors, Lawyers, Certified Social Insurance and Labor Consultants, Legal Advisors, Business and IT Support Staff, Bookkeepers and Administrative Assistants who, between them, can provide the services that you require. This depth of experience allows us to provide comprehensive advice for all your incorporation requirements, including recommendations for the best options for the type and structure of your new company, such as should it be registered as a KK, a GK, or a branch office.
PKF JAPAN’s team of specialized consultants are light on their feet. We are a fast and agile service provider, reacting to our clients’ needs whenever required, and delivering effective solutions. We recognize that it is essential for our clients that we swiftly complete our work when it comes to establishing a new business entity in Japan for foreign companies, where an establishment is a significant event on its own. To prevent any missed opportunities as you enter Japan’s valuable marketplace, we guarantee that we will provide all our clients with prompt and decisive action.
Here at PKF JAPAN, we employ bilingual staff who are proficient in the major languages for international business, including English and Chinese. Over recent years we have seen an increase in both foreign business expansions into Japan and the overseas business expansions of Japanese enterprises. In such an evolving business environment, we are proud to be able to offer our incorporation services in both English and Chinese to enhance and expand the support that we can provide to our clients.
Following our link up into the global PKF International accountancy network, we now have expanded our operations to include over 400 offices across 150 countries, allowing us to tap into this network to provide you with even better-localized support. Any clients who cannot communicate in Japanese do not need to worry about any language barrier as we can always find a way to work together using a common language, providing the services that you need.
With the increase in cross-border transactions between enterprises, the tax laws relating to these transactions become more onerous and complicated. We provide international tax advisory services that address our clients’ concerns, including for our clients who have successfully established their businesses in Japan with our advice.
