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North-east Asia Company

With the development of globalization, an increasing number of foreign companies are planning to establish their presence in Japan to meet their business or investment needs. Japan has always been a popular destination, and the local government welcomes the entry of foreign companies.

However, setting up a foreign-owned company in Japan requires compliance with legal procedures and corporate management requirements, as well as facing cultural differences and market competition. Nevertheless, establishing a successful foreign-owned company can bring many business opportunities and opportunities for growth.

I.Japanese company type

  • When establishing a company in Japan, companies are divided into four types according to the Company Law: “joint stock company”, “limited liability company”, “partnership company” and “joint venture company”. Therefore, it is necessary to determine what type of company to establish. Foreigners generally set up corporations (joint-stock companies) and contract companies (limited liability companies) with relatively simple procedures.
  • Kabushiki Kaisha: A company (joint-stock company) refers to a company that refers to investors at the time of establishment and capital increase as “shareholders” and delivers “shares” corresponding to the amount of investment to such shareholders to raise capital (working capital) .
    A characteristic of a corporation is the “separation of investors and operators.” Shareholders raise funds under limited liability, and operators entrusted by shareholders conduct business operations and distribute benefits to shareholders. Of course, there is no legal problem with the investor-cum-operator of the company.
    Therefore, in Japanese small and medium-sized enterprises, there are many cases where the “shareholders” as investors and the “directors” as managers are the same person. The disadvantage of a limited company is that the establishment cost is higher than that of a contract club, and the company’s articles of association need to be certified. The advantage of a limited company is that it has higher external credit than a contract club, and it is easier to negotiate with banks for financing or negotiate with customers than a contract club.
  • Godo Kaisha: The investors of a contract company are the “members”, which means both “investors” and “operators”. At this time, there is no need to go through the process of “selecting directors through a general meeting of shareholders” like a company does, and “investor = company manager.” This is the biggest difference from Co., Ltd. Basically “all members have equal voting rights in management”, so there is no concept of the number of voting rights mentioned by the company. Therefore, in the “Members’ Meeting” where important management matters are decided in a contract club, the resolution cannot be decided without the attendance and approval of all members.

Minimum capital

Number of funders

Tenure of directors

Contribution share transfer

Issue stock

Is it possible to switch between joint-stock companies and limited liability companies?

Profit and loss distribution

Pros

Cons

Joint-stock Company

At least 1 Japanese Yen

1 person or more

2 years in principle, up to 10 years

Free in principle

Allow

Allow Issue stock

Allow

Allow switch companies

Allocate according to the capital contribution

High trust Wide range of tax-saving options

Higher social insurance premiums

Limited Liability Company

At least 1 Japanese Yen

1 person or more

Indefinitely

Consent of all funders is required

Allow

Allow Issue stock

Forbid

Forbid change company

Stipulated in the bylaws

Low cost to set up

Not well known in Japan

II.Documents should be prepared for company establishment

The basics of setting up a company need to confirm the following information:

  • Confirm company type
    Confirm the type to be registered, such as joint-stock companies or limited liability companies.
  • Company Name
    Basically, you are free to decide the name. However, it is necessary to confirm in advance that there is no similar business name with the Legal Affairs Bureau under the jurisdiction of the company’s location. When deciding on a “business name”, don’t just check the “Company Law”. Attention should also be paid to the Anti-Unfair Competition Law.
  • Determine the amount of capital
    One of the main points to worry about when setting up a company is how much capital is required? In Japan, the capital needs to be actually in place, and the capital is regarded as “the company’s reputation” to the outside world. A company with a large amount of capital is considered a financially strong company. A newly established company is not well known in the outside world. In this case, the amount of capital has a direct role as a criterion for judgment.
  • Management items
    A company cannot do anything that is not documented in the company’s articles of association. That is to say, even if it is a business that has not yet been executed when it is first established if it is possible to do it later, it needs to be explained in advance. At the end of the business purpose of the articles of association, “all businesses related to or incidental to the preceding paragraph” may be added.
  • Investor, director information, tenure, etc.
    Identity documents such as passports or residence cards are required for directors and shareholders. 
  • Company location
    If you are renting, please check the lease agreement to see if there is any “Company do not” statement. The registered address on the articles of association must include a minimum administrative division.

III.Japanese company setup procedure

In Japan, foreign capital can establish a company independently, but when a foreigner becomes a sole proprietor, he must meet the same conditions as when the company was established and obtain a business management visa.

  • The amount of funds must be 5 million yen or more.
  • In addition to the operator, there are at least two Japanese employees.

When a foreigner sets up a company in Japan, the general procedure is as follows:

  • Confirm the investment information for the establishment of the company.
  • Preparation and Certification of Articles of Incorporation
    After the company’s articles of association are established, the company’s articles of association need to be certified, and the seal or signature certification must be certified by a notary unit.
  • Remittance of capital
    Once the articles of incorporation have been approved, the funds must be transferred to the bank account established by the founders. The registered funds need to be transferred through the bank account established by the sponsor. If the originator is an individual, transfer it to a personal bank account. If it is a company, transfer it to the account in the name of the company.
    A recurring problem is that it is difficult for overseas residents and short-term residents to open a personal account. However, thanks to a legal change in 2017, even overseas residents can use the capital. You can pay by the following three methods.

    ・Transfer to the Japanese account of the director/representative director at the time of establishment.
    If the founder or director is not a Japanese resident, it is also possible to transfer to the bank account of a third-party individual.
    ・An account at an overseas bank branch in Japan or at a Japanese bank branch overseas.
  • Apply for company registration after making documents
    Prepare documents for registration. The types of documents to be created will vary depending on the type of company, such as application for registration, seal, articles of association, letter of decision, consent to employment, identity verification, proof of capital contribution…etc.
  • Notification and declaration from the tax bureau
    After completing the registration procedures at the Legal Affairs Bureau, report to the tax authority where the company is located. Due to the various taxes and fees levied on the company, it is the most important procedure after the establishment of the company.
  • Notify the prefectural tax office/municipal office
    After the notification to the tax bureau is completed, the prefectural tax bureau and the municipal office must be notified at the end.
  • Note:
    To obtain an Entrepreneur/Management Visa, the following conditions must be met:
  • The required capital amount is 5 million Japanese yen or more.
  • In addition to the operator, there must be at least two Japanese employees.

IV.Basic corporate tax in Japan

  • Taxes that corporations must declare include corporation tax, corporation inhabitant tax (prefectural tax/city tax), corporation business tax, consumption tax, etc. Generally, a company’s final tax return must be filed within two months of the end of the business year. The following are the main taxes for Japanese companies:
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Corporate tax

日本公司稅率01

It is a national tax, that is, corporate income tax, and adopts a progressive tax rate. Income from all sources is taxed. For small and medium-sized enterprises with a registered capital of fewer than 100 million yen, 15% of their net profit is less than 8 million yen; 23.2% is more than 8 million yen.

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Local Corporation Tax

日本公司稅率02

This is one of the new national taxes in 2014. The net profit is 1.55% below 8 million yen; 2.39% is above 8 million yen.

One of the new national taxes

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GST

日本公司稅率03

In 2019, the tax rate was increased from 8% to 10%. Consumption tax is a tax that is taxed on the consumption of almost all goods and services. For the first two years of incorporation, you will become a tax-exempt business and will not have to pay any sales charges. However, if the capital is more than 10 million or the sales volume in the previous year is more than 10 million, tax is required.

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Corporate Business Tax

日本公司稅率04

It is a local tax levied as a burden on the prefectural public services. It varies by region. For Tokyo, 7%the net profit is 3.5% below 4 million yen; %; 7% for more than 8 million yen, and it is required to pay if there is a profit.

Prefecture Public Services

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Corporate Inhabitant Tax

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It consists of “Corporate Tax” and “Corporate Equal Tax”. Corporate tax split:0.15% for less than 8 million yen; 0.23% for more than 8 million yen;equal tax per legal person: levied according to the size of the enterprise, with a minimum levy of 70,000 yen. Even if the company is not profitable, it still has to pay.

Corporate Tax Cut

V.Obtain a business management visa

Residence status becomes an important issue when a foreigner establishes a company in Japan and joins the management. Foreigners can carry out business and management activities by obtaining a business management visa. To obtain a business management visa, the following conditions must be met.

Basically, it is difficult to obtain a business management visa without meeting these conditions.

-Notices-

  • When a foreigner establishes a company in Japan and participates in its management, he or she must have the status of residence in Japan.
  • You cannot start a business on a work visa or student visa. Therefore, it is necessary to obtain a business management visa.
  • It is difficult to obtain a business management visa without a sizable business plan.
  • It is recommended to find an experienced agency company to assist in providing the latest regulations and information on Japanese registered companies and provide relevant guidelines.
  • Inter Area is a professional business service company, it has professionals who are familiar with business planning, registration, practical operation cases, related precautions and the latest information, providing customers with the most complete, fast and secure services.

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