Registering a Company in Japan

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Japanese Yen (JPY)

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Tokyo

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Japanese

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Guide to Company Registration in Japan (2025): Policies, Steps, and Key Precautions

This guide summarizes practical steps and policy interpretations for incorporating a company in Japan in 2025. It combines established procedures (company types, registration flow, tax and social insurance obligations) with practical notes and recent policy directions. Because regulations and administrative practice can shift, always confirm details with the Legal Affairs Bureau (法務局), the National Tax Agency, or a qualified local advisor before acting.

Which company type should you choose?

Two common forms used by entrepreneurs and foreign investors are:

TypeWhen to chooseKey characteristics
Kabushiki Kaisha (KK)Formal corporate image; preferred by investors and large clientsShareholder structure, articles must be notarized, suitable for scaling and funding
Godo Kaisha (GK)Flexible, lower administrative burden; ideal for startups and small teamsNo notary requirement for articles, simpler management similar to LLC

Case example: A European IT founder who wanted venture capital picked KK for credibility; a solo freelance consultant used GK to keep governance lightweight.

Regulatory trends to watch in 2025

  • Digital filings and e-signatures: Japan has steadily promoted electronic procedures for corporate registration and filings. Expect incremental expansion of e-register services and more administrative acceptance of digital articles and signatures in 2025.
  • International compliance: Greater focus on anti-money-laundering (AML) and beneficial ownership transparency means more stringent identity checks when registering corporate officers and major shareholders.
  • Workforce and remote hiring rules: With more cross-border remote employment, guidance on payroll reporting and social insurance for non-resident workers continues to evolve.

Note: The descriptions above reflect policies in place through mid‑2024 and anticipated administrative directions into 2025. Verify the latest circulars from the Ministry of Justice and tax authority for any formal changes.

Step-by-step incorporation process

  1. Decide company type and name — Check name availability at the Legal Affairs Bureau; avoid names identical to existing registered entities.
  2. Set registered office and prepare articles — Choose a physical Japanese address for registration. Prepare Articles of Incorporation (for KK notarization is usually required; GK typically does not).
  3. Capital and founding members — Capital can be nominal (many companies start with minimal capital); specify shareholders and initial directors/representatives.
  4. Notarization (if KK) — Arrange a notary public appointment for the Articles of Incorporation; recent digital notarization pilots may be available in selected jurisdictions.
  5. File registration at Legal Affairs Bureau — Submit incorporation application, attach required IDs, proof of office, and pay registration tax. The Bureau issues the company’s Certificate of Registered Matters and the corporate registration certificate.
  6. Obtain Corporate Number (法人番号) — After registration the company receives a national corporate number used for tax and public procedures.
  7. Open corporate bank account — Most banks require the registration certificate, ID of representatives, and in many cases in-person verification.
  8. Notify tax office and register for taxes — File the Notification of Establishment for Corporate Tax, Consumption Tax (if applicable), and Withholding Tax registration. The company may also need to file for local enterprise tax registration.
  9. Register for social insurance and labor insurance — If hiring employees in Japan, enroll in health insurance, pension, employment insurance and workers’ compensation at relevant municipal and labor insurance offices.
  10. Set up accounting and payroll — Choose accounting software or an external accountant familiar with Japanese bookkeeping standards and invoicing rules.

Important fees and documents (check current rates)

Fees include registration tax, notarization fees (for KK), and administrative charges. Required documents typically include IDs (passport/residence card), Articles of Incorporation, proof of registered office, director and shareholder details, and proof of paid capital. Because fee schedules and accepted document formats may be updated, confirm precise amounts before submitting applications.

KeyNotes (Precautions and practical tips)

  • Address and seal — Use a reliable registered office address. While personal signature acceptance is improving, many organizations still expect a company seal (inkan). Keep a master seal securely stored.
  • Non-resident directors and visas — Foreign nationals can serve as directors, but incorporation alone does not grant a work visa. Immigration outcomes depend on separate visa criteria.
  • Bank account hurdles — Banks may require in-person visits and additional identity verification for foreign-controlled companies. Start this early to avoid delays.
  • Beneficial ownership transparency — Be prepared to disclose ultimate beneficial owners and to provide identity verification under AML guidance.
  • Language considerations — Documents submitted in Japanese avoid processing delays. Hire a professional translator or bilingual administrative support when necessary.
  • Tax calendar — Corporate tax and consumption tax filing deadlines are strict. Engage an experienced tax accountant for initial setup to prevent penalties.

Practical case studies

Case 1: UK e-commerce startup (Chose GK)

A UK entrepreneur formed a GK to test the Japanese market quickly. She completed articles, registered the company, and used a local co-working address as the registered office. After hiring two local contractors, she registered for social insurance and payroll—avoiding the more cumbersome notarization step saved time.

Case 2: US investor-backed fintech (Chose KK)

A US-funded fintech formed a KK to signal stability to partners and investors. They completed notarization, invested in a local office to satisfy corporate bank requirements, and engaged a Japanese certified public tax accountant to manage corporate tax, consumption tax, and payroll compliance.

Out-of-sea staffing and global HR

For companies hiring international contractors or managing staff across borders, consider a specialist provider—SailGlobal offers services for overseas contractor onboarding and local compliance support that many startups find useful during the first year of operations.

Final recommendations and how to stay updated

  1. Consult the Legal Affairs Bureau and National Tax Agency websites for formal guidance and downloadable forms.
  2. Work with a local judicial scrivener (司法書士) or certified tax accountant (税理士) for faster, compliant setup—especially when language, AML checks, or complex shareholder structures are involved.
  3. Monitor ministry circulars for 2025 changes to e-filing, notarization, and beneficial ownership reporting.

Incorporating in Japan combines well-defined legal steps with practical administrative tasks. Proper planning—especially around documentation, bank onboarding, tax registration, and social insurance—reduces delays and legal risk. If you need tailored checklists for KK vs GK or a step-by-step document pack, consult a local specialist to match the latest 2025 administrative changes.

Disclaimer
The information and opinions provided are for reference only and do not constitute legal, tax, or other professional advice. Sailglobal strives to ensure the accuracy and timeliness of the content; however, due to potential changes in industry standards and legal regulations, Sailglobal cannot guarantee that the information is always fully up-to-date or accurate. Please carefully evaluate before making any decisions. Sailglobal shall not be held liable for any direct or indirect losses arising from the use of this content.

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