Procedure for Company Registration in Japan

Narendra Kumar

26 Feb, 2025

Japan is one of the most politically stable countries in the world. It is the 3^rd largest country in the world in terms of GDP & 2^nd largest in Asia. Global Financial Centre has ranked Japan as a 5^th best financial center in the world. It’s an international financial hub & covets Asia’s third largest Stock Exchange.

• Major Global Trading platform
• Reputable Regulatory environment
• Sophisticated business aesthetics
• Free Trade regions (Nagasaki, Tokyo, Okinawa)
• DTAA’s executed with around 100 counties all over.
• Hassle free oversees incorporation

However, it is an attractive destination for companies willing to invest in Research, Development & Innovation activities (several tax credits are given to such companies). It is ranked highest in the world for PCT Patents applications.

Types of Entities

• JAPANESE LIMITED LIABILITY COMPANY: Popularly known as GODO KAISHA in Japan. It can be registered with 1 shareholder, who can be a non-resident & 1 Director who should ordinarily reside in the country. Minimum Investment or capital contribution is 1 UP$ (JPY1). Physical office space is mandatory & details of the same have to be submitted to Japanese Company Registration.

Within one year of incorporation, they are required to furnish the Financial Statements, to the Japanese Tax Authority.  They have an Audit Exception as well (Capital below 4.5 US$ million).

• JAPANESE JOINT STOCK CORPORATION: Popularly known as KABUSHIKI KAISHA. It can be registered with 1 shareholder, who can be a non-resident & 1 Director who should ordinarily reside in the country. Minimum Investment or capital contribution is 600 US$. Physical office space is mandatory & details of the same have to be submitted to Japanese Company Registrar.

Within one year of incorporation, they are required to furnish the Financial Statements, to the Japanese Tax Authority.  Some Companies have an Audit Exception as well for those entities whose capital is below 4.5 US$ million, not listed on the Tokyo Stock Exchange, having less than 3 Directors. They are popularly known as Closed JSC. However, an Internal Auditor must be appointed.

• JAPANESE FREE ZONE COMPANY: An export-oriented manufacturing entity can also be incorporated in Japan region, provided the same is a free trade zone

E.g.: Okinawa, Nagasaki, Nigata Free Port etc.

• JAPANESE LIMITED LIABILITY PARTNERSHIP: There is no minimum capital requirement. However, one of the partners should be ordinarily residing in Japan. It is ideal for those who have local partners interested in a strategic
• JAPANESE BRANCH OFFICE: Local laws of Japan allow setting of the branch office provided it pursues the objects listed in the MOA & AOA of its parent company. They need to appoint a local representative as well to carry on its operations.
• JAPANESE REPRESENTATIVE OFFICE: They are set up in order to promote the business of Parent Company for Market Research & Exploring business possibilities.

Steps in Incorporation of Company in Japan:

Tax Regime:

The effective Tax rate for Companies is 30%. The Corporate Tax rate for Companies having paid up capital of more than 100 million JPY is 23.4%.

The standard VAT rate is 8%.