Setting up Business
in Japan (How to establish a Company / Japan Branch)
1) How to establish (register) a company in Japan / How to establish a Japan
Branch
2) WORKING VISA, PERMANENT RESIDENCY, NATURALIZATION
1)
How to establish (register) a company in Japan / How to establish a Japan
Branch
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 A general flow of procedure
for registering the incorporation of a joint stock company (Kabushiki Kaisha
(hereinafter K.K.))
or
establishment
of a Japan
branch is as
follows:
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A
general flow of procedure for registering establishment
of a Japan
branch
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1. Appointment
of representative in Japan and determination of business location
(At least one of the
representatives in Japan must be a resident of Japan.)
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2.
Preparation
of documents required for registration of a branch
(e.g.: attestation of
an affidavit by the consul residing in Japan)
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3.
Application for establishment of a branch with the Legal Affairs Bureau
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4.
Acquisition
of a Certified Copy of the Commercial Register, etc.
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5.
Opening
of a corporate account at a commercial bank
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6. Report on
the establishment of the corporation to the Taxation Authorities and the
relevant local government
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A
general flow of procedure for registering the incorporation of a K.K.
The
following is the necessary procedure for foreign investor(s) for
establishment of K.K.
(There are 2 ways, Hokki-setsuritsu and Boshu-setsuritsu, for company
establishment stipulated by the Corporate Law. The following outlines
the method of incorporation through the Hokki-setsuritsu; incorporation by
subscription of all shares by the promoters.)
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1.
Preparation
of the articles of incorporation
・ Election of
the initial directors and initial officers, etc.
・ Election of the
initial representative director by the initial directors
・ If the promoter is a
foreign company, the articles of incorporation shall be signed by the
representative of the foreign company. It is also necessary to prepare
certification of the qualification of the representative (e.g.: a certificate
of signature attested to by the competent authorities in the applicant’s home
jurisdiction).
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2.
Notarization
of the articles of incorporation by a Japanese notary public
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3.
Payment of the capital subscription into a bank, etc., specified by the
promoter
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4.
Application for establishment of a K.K. with the Legal Affairs Bureau
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5.
Acquisition of a Certified Copy of the Commercial Register, etc.
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6. Report
on the establishment of the corporation to the competent ministers through
the Bank of Japan
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7.
Opening of a corporate account at a commercial bank
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8. Report
on the establishment of the corporation to the Tax Authorities and the
relevant local government
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Before
setting up a business base in Japan, please confirm the following matters:
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Which
type of the entity are you setting up? K.K. or Japan Branch?
Do
you need to acquire a Status of Residence (work permit) in Japan?
*Point*
In each
case, business place to be registered is required.
*Introduction to rental office agency is available.
*Introduction to governmental organization which provides incubation
office is available.
If the
capital amount of headquarter is large, we advise you to choose K.K. since corporate
inhabitant tax calculation base shall be the capital and the numbers of
employees of headquarter. (see FAQ-Q2.)
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FAQ
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Q1.
How much is the minimum amount to be invested (minimum capital)?
A1. The
minimum amount to be invested is 1 yen (The Company Law). However, if you
need Status of Residence (work permit), basically, investment of at least 5
million yen will be required (the Immigration guideline).
Q2.
Is there no tax payable if there is no profit?
A2. At
least corporate inhabitant tax of 70,000 JPY/year (in case located in Osaka
city, Osaka pref. (as of April, 2015)) is required. The corporate inhabitant
tax amount varies by capital and the number of employees.
Please note
that Japan branch’s corporate inhabitant
tax calculation base shall be the capital and the numbers of employees of
headquarter.
Q3.
Is a virtual office accepted for registration?
A3.
Yes, registration itself is accepted. However, if you need Status of
Residence (work permit), actual space should be prepared.
2)
WORKING VISA, PERMANENT RESIDENCY, NATURALIZATION
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Acquisition
of Status of Residence (work permit)
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When
a foreigner wishes to stay in Japan for work, etc., s/he must obtain a status
of residence where the activities to be engaged in are applicable from among 27
types of status of residence stipulated in the Immigration Control and Refugee Recognition
Act.
Criteria
for the major categories of status of residence for work are listed below.
a)
Business Manager
<Criteria>
Business
must be run properly, and be recognized as stable and continuing.
Facility
for the business must be reserved.
Two or more full-time employees other than the person engaged in operation or
management of the business must be employed, or capital or investment amount must be 5 million JPY or more.
*full-time
employees must be a Japanese national, permanent resident, spouse of Japanese
national or permanent resident, or long-term resident.
(For
Business Manager)
Must
have three or more years experience in operations or management and must
receive equal or greater compensation when a Japanese national is in the same
position.
b)
Engineer ・ Specialist in Humanities ・ International
Services
<Criteria>
Majored
in the subject related to the necessary knowledge for the business to engage in
and graduated, or having 10 years or more work experience in the business to be
engaged in.
(When engaged in
interpreting, translation, language teaching, or overseas operations, etc., 3 years
or more work experience in the business to be engaged in is required.
However, university graduates who wish to engage interpreting, translation or
language teaching are not required to have such experience.)
Must
receive equal or greater compensation when a Japanese national is in the same
position.
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Permanent Residency
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If a foreign resident is authorized to stay in Japan on a permanent basis, he/she will stay in Japan with the status of residence "Permanent Resident." The status of residence "Permanent Resident" provides much more advantageous treatments than other statuses of residence because it does not limit the status holder's activities or period of stay. For this reason, the immigration control authority needs to examine permanent resident applicants much more closely than other applicants for merely changing their status of residence.
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Naturalization
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If a foreign national wishes to acquire Japanese nationality, he/she can newly acquire Japanese Nationality when an application for naturalization is permitted by Minister of Justice.
In principle, loss of previous nationality (other country's nationality) is required.
For more details please
contact us at mine_nak@cotton.ocn.ne.jp
