Incorporation Timeline in Japan

If you’re an entrepreneur seeking an environment that offers growth and stability for your business, you’ve come to the right place! This article provides you with a comprehensive guide to the incorporation timeline in Japan. Now, some of you might ask “Why Japan?” The Japanese government actively supports foreign direct investment (FDI) through various programs and streamlined processes, making it easier for foreign companies to establish their presence. Additionally, Japan boasts a highly educated and skilled workforce, with a strong emphasis on innovation and technological advancement, ensuring access to top-tier talent. That being said, incorporating in Japan presents a compelling opportunity for what you’re looking for.

At first glance, the whole incorporation timeline in Japan seems overwhelming with a never-ending list of required documents and procedures. Nevertheless, Launch Lab Japan aims to simplify the process for you. To get you started, here’s an article on the incorporation timeline in Japan in 6 actionable steps!

How to Prepare for the Incorporation Timeline in Japan

Market Research and Feasibility Study

Before incorporating in Japan, it is crucial to conduct thorough market research. Understanding the local market dynamics, consumer behavior, and competitive landscape helps businesses identify opportunities and potential challenges. Additionally, conducting feasibility studies allows businesses to assess the viability of their products or services in the Japanese market, ensuring informed decision-making and strategic planning.

Choosing a Business Structure

Selecting the appropriate business structure is a key step in the incorporation process. Japan offers several types of business entities, including Kabushiki Kaisha (KK) and Godo Kaisha (GK), each with its own advantages and legal requirements. When choosing a business structure, consider factors such as the nature of your business, the level of liability protection needed, and the long-term goals of your company.

For more detailed information on starting a business in Japan, consider visiting this article on Sole Proprietorships in Japan. Additionally, Launch Lab offers comprehensive guidance on How to Start a Business in Japan, so give it a read for more details on kickstarting your entrepreneurship journey!

6 Steps to Incorporation in Japan

Step 1: Reserving a Company Name

Days 1~3

It is best to take your time in deciding your company name, factoring in legal considerations, brand identity, and other critical inputs. Once you have a company name that you wish to go with, you may proceed with the following process.

Process:

• Check the availability of your desired company name through the Japan Patent Office’s online database
• Ensure the name is unique and not similar to existing company names
• Reserve the name through the Legal Affairs Bureau to prevent others from using it during the incorporation process

Legal Considerations:

• The name must include the appropriate company suffix (e.g., “Kabushiki Kaisha” for a joint-stock company)
• Avoid using words that imply government affiliation or are deemed inappropriate

Step 2: Preparing Incorporation Documents

Days 4~10

For those with limited Japanese language proficiency, this step may take a little more time than the others. Preparing your incorporation documents in Japan will pose a bit of a challenge because of the number of papers you need to arrange. However, you’re in luck! Here’s a checklist of the general required documents to save you time:

1. Application for Registration of Establishment of a Stock Company (株式会社設立登記申請書)
2. Articles of Incorporation (定款)
3. Document Certifying the Consent of All Promoters (発起人全員の同意を証する書面)
4. Letter of Appointment Acceptance of Founding Directors (取締役の就任承諾書)
5. Letter of Appointment Acceptance of Founding Representative Director (代表取締役の就任承諾書)
6. Document Certifying Payment of Capital (金銭の払込みがあったことを証する書面)
7. Seal Certificate (印鑑証明書)
8. Document Certifying the Selection of the Initial Representative Director (代表取締役の選定を証する書面)
9. Document Certifying the Agent’s Authority (代理人の権限を証する書面)

Check out this article to learn about Incorporation Documents in Japan in better detail to prepare you for your incorporation process!

Step 3: Notarizing Articles of Incorporation

Days 11~13

Only notaries publicly affiliated with the Legal Affairs Bureau or Regional Legal Affairs Bureau that governs the area of your company’s head office can certify the articles of incorporation. Therefore, select the notary public office nearest to your company’s location and make a reservation.Reservations are typically made through the reservation form on the notary public office’s website or by sending an email. For a list of some notary public offices, check out this website.

Step 4: Deposit of Capital

Day 14

Transferring Your Capital

In most cases, the capital is deposited into the personal account of the representative promoter / director.

Since the capital often exceeds several million yen, there may be limits on the amount that you can deposit via ATM. That being said, we highly recommend paying the capital over-the-counter at a bank.

Once the payment is complete, don’t forget to obtain copies of the following three pages from your bankbook:

• Cover page (showing the bank name, branch name, and bank seal)
• First page (showing the account number and account holder’s name)
• Page showing details of the capital transfer

Preparing a Capital Payment Certificate

The capital payment certificate is a document stamped with your company seal. This certificate must include the following items:

• Total amount paid
• Number of shares paid for (only for corporations)
• Amount paid per share (only for corporations)
• Date of payment
• Company location
• Company name
• Name of the Representative Director

Step 5: Registration with Legal Affairs Bureau

Days 15~25

Once the necessary application documents are prepared and the articles of incorporation are certified, you can submit your registration application at the Legal Affairs Bureau overseeing your company’s head office location. The duration for processing a registration application varies based on the region and the specifics of the application. Typically, this stage of the incorporation timeline in Japan takes around 10 days to complete once the application is submitted to the Legal Affairs Bureau. Note the following:

• The incorporation date is the date of the registration application, so adjust your submission date if needed.
• For limited liability companies, certification of the articles of incorporation is not required, allowing immediate application once documents are ready.

Step 6: Post-Incorporation Procedures

Once your you’ve sailed your way through the incorporation timeline in Japan, there are several essential steps to take to ensure compliance and proper operation:

• Obtaining Business Licenses and Permits: Depending on your industry and business activities, you may need to secure various licenses and permits. Research the specific requirements for your business type and ensure you have all necessary approvals to operate legally.
• Registering for Taxes and Social Insurance: Register your company with the relevant tax authorities to fulfill your tax obligations. This includes corporate tax, consumption tax, and other applicable taxes. Additionally, register for social insurance to provide health and pension benefits for your employees, adhering to legal requirements.
  • For further assistance on your taxes, see Accounting services for startups Japan!

Additionally, here’s an article on the Legal requirements for starting a company in Japan for a closer look at everything else you’ll need to start your business.

How to Overcome Challenges Along the Incorporation Timeline in Japan

Incorporating a business in Japan can be complex, and several common pitfalls can impede progress. One frequent mistake is insufficient preparation of documentation, which can delay the registration process. Another common issue is misunderstanding local regulations and compliance requirements, leading to legal complications. To avoid these mistakes, ensure all documents are accurately prepared and thoroughly review Japanese legal requirements before submission.

Additionally, here are a few tips that you might want to consider as you pursue your incorporation journey:

Top 3 Tips for a Smooth Incorporation Timeline in Japan

1. Thorough Planning: Create a detailed plan outlining each step of the incorporation process, including timelines and necessary documentation
2. Networking: Network and engage with local experts, other foreign business owners in Japan, or consultants who are familiar with Japanese business practices and legal requirements, and gain insights and advice on best practices
3. Professional Services: Utilize professional services such as legal advisors, accountants, and business consultants to navigate the complexities of incorporation and ensure compliance with local laws. If this is what you’re looking for, you’re in luck! Our Rocket Start service helps foreign entrepreneurs and corporations handle their incorporation setup, back office setup, and more!

Conclusion

We hope that our this incorporation timeline in Japan serves as a helpful guide for you and your company! Careful planning and strict adherence to legal requirements are essential when following the incorporation timeline in Japan. Ensuring that each step is properly executed will help avoid delays and ensure your business operates smoothly and legally from the start.

If you’re ready to start the incorporation process in Japan, begin today to ensure a smooth and efficient setup for your business. For professional assistance and comprehensive support, visit Launch Lab and take the first step toward successfully incorporating your company in Japan!