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  8. Procedures for Establishment of Stock Companies (establishment by initiative)

Procedures for Establishment of Stock Companies (establishment by initiative)

Chapter 1. Introduction
 This page explains the general procedure for establishment of stock companies(*1). 
 Please note that when a foreign national establishes a company in Japan, some procedures may be required such as application for getting the status of residence according to the purpose to stay in Japan and reports based on the Foreign Exchange and Foreign Trade Act before following the procedures according to this page (*2, *3).
 The procedure at the Legal Affairs Bureau (a registry office) starts from Chapter 4. For more details or questions as to procedures for status of residence, etc., please contact a specialist (*2, *3).

*1 The method by which incorporators subscribe for all shares (meaning the shares which are issued at incorporation of a stock company) issued at incorporation (Article 25, paragraph (1) of Companies Act).
*2 Japan External Trade Organization (JETRO) website, "Setting Up Business in Japan (Model Case Commentary)." (https://www.jetro.go.jp/en/invest/setting_up/guide.html)
*3 Immigration Services Agency of Japan website "Procedures for residence examination” (https://www.isa.go.jp/en/applications/guide/tetuduki_index1_2.html)
Chapter 2. Flow of Procedures for Establishment of Stock Companies
 The general procedure for establishment of stock companies is as follows.
 
Preparation of Articles of Incorporation
             ↓
Performance of Contribution (money or contribution in kind)
             ↓
Establishment of Administrative Mechanisms
             ↓
Application for Registration for Establishment of Stock Companies
             ↓
Formation of Stock Companies
                              

              
Chapter 3. Procedures for Establishment of Stock Companies
Chapter 3-1. Preparation of Articles of Incorporation
 (1) Preparation of the Articles of Incorporation by the Incorporator
  In order to incorporate a Stock Company, incorporators (those who are both a subscriber of the share issued at incorporation and a person who conducts the affairs relating to the establishment) must prepare articles of incorporation (fundamental rules for the organizational activities of the legal entity), and all incorporators must sign or affix the names and seals to it (Article 26, paragraph (1) of Companies Act).
  There are three types of matters to be stated in the articles of incorporation: absolute description matters, relative description matters and optional description matters (Article 27, Article 28, Article 29, etc. of Companies Act).

a. Absolute Description Matters
  Absolute description matters are those that must be stated under Companies Act:
(i) purpose(s);
(ii) trade name;
(iii) location of the head office;
(iv) value of property to be contributed at the incorporation or the lower limit thereof; and
(v) name(s) and address(es) of the incorporator(s).

b. Relative Description Matters
  Relative description matters are those that are not effective unless they are specified or recorded in the articles of incorporation in accordance with Companies Act.
(a) Abnormal Incorporation Matters:
(i) The name of those that make the contribution of property other than money, the referenced property and its value, and, the number of share issued at incorporation which are allotted to them;
(ii) The property promised to be transferred after the formation of the stock company and its value, and, the name of the transferor;
(iii) Rewards, other special benefits to be received by the incorporators as a result of the formation of the stock company and the names of the incorporators; and
(iv) Expenses related to the establishment borne by the stock company.

(b) Matters Other Than (a):
- Restriction on transfer of shares (Article 107, paragraph (2), item (i) of Companies Act);
- The aim that the company may set a board of directors, company auditors, etc. (Article 326, paragraph (2) of Companies Act);
- Duration or reasons for dissolution (Article 471, item (i) and (ii) of Companies Act); and
- Method of public notice (Article 939, paragraph (1) of Companies Act), etc.

c. Optional Description Matters
  Optional Description Matters are matters other than absolute description matters and relative description matters, and which do not violate any provisions of Companies Act:
- Time for calling the general shareholders meeting;
- Chairperson of the shareholders meeting;
- The number of directors and company auditors; and
- Business year, etc.
 
(2)  Certification of the Articles of Incorporation by a Notary
  The articles of incorporation which the incorporator prepared are required to receive certification by Legal Affairs Bureau which has jurisdiction over the location of the company’s head office or a notary who belongs to Legal Affairs Bureau in local (Article 30, paragraph (1) of Companies Act and Article 62-2 of Notary Act). Certification procedures by the notary are conducted at a notary public office which is located in the area that has jurisdiction over the location of the head office (*1, *2). Please contact the notary office in advance to complete the procedure.
 
*1 Japan National Notaries Association website, "How to make good use of Japanese Notaries"
(https://www.koshonin.gr.jp/pdf/english2.pdf)
*2 Japan National Notaries Association website, "List of Notary Offices"
(https://www.koshonin.gr.jp/list) [Japanese only].
 
Chapter 3-2. Performance of Contribution
(1) Determination of Matters Concerning Share Issued at Incorporation by Incorporator (if not provided for in the articles of incorporation)
  If the following matters are not determined in the articles of incorporation at the time of establishment of the stock company, the incorporator must determine by obtaining the consent of all incorporators (Article 32, paragraph (1) of Companies Act):
(i) the number of the Shares Issued at Incorporation that is to be allotted to each incorporator;
(ii) the amount of money to be paid in exchange for the Shares Issued at Incorporation set forth in the preceding item; and
(iii) matters regarding the amount of the stated capital and capital reserves of the Stock Company after the formation.
 
(2) Subscription of Shares by Incorporators
  Each incorporator must subscribe for one or more Shares Issued at Incorporation in the incorporation of a Stock Company (Article 25, paragraph (2) of Companies Act).
 
(3) Inspector's Investigation of the Property Contributed in Kind
(in case with property contributed in kind)

  If articles of incorporation specify the matters listed in each item of Article 28 of Companies Act (contribution in kind, property undertaking, rewards, other special benefits to be received by the incorporators and establishment expense), the incorporators must, without delay after the certification by the notary public, file a petition for the appointment of an inspector with the court in order to have the inspector investigate the referenced matters (Article 33, paragraph (1) and Article 28 of Companies Act). However, an investigation by an inspector is not required in the following cases (Article 33, paragraph (10) of Companies Act):
(i) in cases where the total value specified in the articles of incorporation with respect to the property except for money and promising to be transferred after the formation of stock companies (hereinafter referred to as “Property Contributed in Kind, etc.”) does not exceed 5,000,000 yen;
(ii) in cases where the value specified in the articles of incorporation with a market price does not exceed the value as the market price; and
(iii) in cases where the referenced certification and the verification of an attorney, a Certified Public Accountant or a tax accountant, etc. (in cases where the Property Contributed in Kind, etc. consist of any real estate, referring to such verification and appraisal by a real property appraiser) is obtained with respect to the reasonableness of the value specified in the articles of incorporation as to the Property Contributed in Kind, etc.

(4) Performance of Contribution (money or contribution in kind)
  An Incorporator must, without delay after subscription for Shares Issued at Incorporation, pay in the entire sum of monies relating to incorporator’s contribution, or deliver all properties other than monies relating to incorporator's contribution fully in money or in kind, with respect to the Shares Issued at Incorporation for which the incorporator has subscribed (Article 34, paragraph (1) of Companies Act).
  The payment of money must be paid at the Bank, etc. designated by the incorporator (Article 34, paragraph (2) of Companies Act).
 
Chapter 3-3. Establishment of Administrative Mechanisms
(1) Election of Directors at Incorporation etc.
  The incorporator(s) must elect the Director(s) at Incorporation (meaning person(s) who becomes director(s) at the incorporation) without delay after the fulfillment of the Performance of Contributions (Article 38, paragraph (1) of Companies Act). In cases where the Stock Company to be incorporated is a Company with Company Auditor(s): Company Auditor at Incorporation (meaning a person who becomes a company auditor at the incorporation) must be elected (Article 38, paragraph (3), item (ii) of Companies Act).
  In cases where a Stock Company to be incorporated is a Company with Board of Directors, there must be three or more Directors at Incorporation (Article 39, paragraph (1) of Companies Act).
  The election of the Officers, etc. at incorporation is determined by a majority of the votes of the incorporators (Article 40, paragraph (1) of Companies Act). In case of stipulating directors at incorporation, etc. in articles of incorporation, the Officers etc. are deemed to be elected respectively, upon the fulfillment of the Performance of Contributions (Article 38, paragraph (4) of Companies Act).
 
(2) Appointment of Representative Directors at Incorporation
a. Company with Board of Directors
  In cases where the Stock Company to be incorporated is a Company with Board of Directors, the Directors at Incorporation must appoint a person who is to be the Representative Director (meaning the director who represents the Stock Company) at incorporation of the Stock Company among the Directors at Incorporation (Article 47, paragraph (1) of Companies Act). In this situation, the Representative Director at incorporation is to be determined by a majority of the Directors at Incorporation (Article 47, paragraph (3) of Companies Act), however, the following methods are also deemed to be acceptable:
(a) The method of directly stating the name of representative director at incorporation in the articles of incorporation;
(b) The method for incorporators to elect each other by setting the provisions of incorporators' electing each other in the articles of incorporation; and
(c) The method for directors at incorporation to elect each other by setting the provisions of directors at incorporation electing each other in the articles of incorporation.

b. Company without Board of Directors
  In case without a board of directors, the following methods are deemed to be acceptable:
(a) The method for incorporators to elect each other;
(b) The method to state directly the name of the representative director at incorporation in the articles of incorporation;
(c) The method for incorporators to elect each other by setting the provisions of incorporators' electing each other in the articles of incorporation; and
(d) The method for directors at incorporation to elect each other by setting the provisions of directors at incorporation electing each other in the articles of incorporation.
  In case where any of the methods above is not used, all the directors at incorporation is to be the representative directors at incorporation (Article 349, paragraph (1) of Companies Act).

(3) Investigation of Establishment Procedures by Directors at Incorporation, etc.
  The Directors at Incorporation (referring to the Directors at Incorporation and Company Auditor at Incorporation in cases where the Stock Company to be incorporated is a Company with Company Auditor(s)) must investigate the following matters without delay after their election (Article 46, paragraph (1) of Companies Act):
(i) that, with respect to the Property Contributed in Kind, etc. in the cases listed in Article 33, paragraph (10), item (i) or item (ii) (if listed in item (ii), limited to the securities under such item), the value specified in the articles of incorporation is reasonable;
(ii) that the verification provided for in Article 33, paragraph (10), item (iii) of Companies Act is appropriate;
(iii) that the Performance of Contributions has been fulfilled; and
(iv) that, beyond the matters listed in the preceding three items, the procedures for the establishment of a stock company do not violate laws and regulations or articles of incorporation.
Chapter 4. Procedures for Application for Registration for Establishment of Stock Companies
Chapter 4-1. Registration for establishment
 The registration of the establishment of a stock company must be made at the location of its head office within two weeks from the later of the date on which the investigation of the director at incorporation, etc. is completed or the date fixed by the incorporator (Article 911, paragraph (1) of Companies Act).
 A stock company is formed by registering its establishment at the location of its head office   (Article 49 of Companies Act).
 
Chapter 4-2. Method of Application for Registration
  The application for registration may be made in writing (by bringing or mailing) or online (Article 17, paragraph (1) of Commercial Registration Act and Article 101, paragraph (1))
  In case of application in writing, the representative person or the agent of the applicant must prepare an application form for registration, attach the prescribed documents to it and submit them to the registry office with jurisdiction over the location of the head office of the stock company (*).

* Legal Affairs Bureau website, "Jurisdictional Information"
(https://houmukyoku.moj.go.jp/homu/static/kankatsu_index.html)  [Japanese only].
 
Chapter 4-3. Matters to Be Registered
  In the registration of the establishment of a stock company, mainly, the following matters must be registered (Article 911, paragraph (3) of Companies Act):
(i) the purpose;
(ii) the trade name;
(iii) the addresses of the head office and branch offices;
(iv) the amount of stated capital;
(v) the Total Number of Authorized Shares;
(vi) the details of the shares it issues
(vii) the total number of the Issued Shares and the class(es) and the number of each class of the Issued Shares;
(viii) the names of the directors
(ix) the name and address of the Representative Director
(x) if the Stock Company is a Company with a Board of Directors, a statement to that effect;
(xi) if the Stock Company is a Company with Company Auditor(s), a statement to that effect and the name of company auditor(s);
(xii) if there are provisions in the articles of incorporation with regard to the Method of Public Notice, such provisions of the articles of incorporation, etc.
 
Chapter 4-4. Applicant
  The registration of the establishment must be made on the application by the person who is to represent the company (Article 47, paragraph (1) of Commercial Registration Act).
 
Chapter 4-5. Matters to State
  The following matters shall be specified in the form of an application, with the name and seal of the applicant or its representative or agent affixed thereto (Article 17, paragraph (2) of Commercial Registration Act):
(i) the applicant’s trade name and the head office as well as its representative's name and address;
(ii) if an application is to be filed by an agent, the name and address thereof;
(iii) the grounds for registration;
(iv) the matters to be registered;
(v) if any matter to be registered requires permission from a government agency or public office, the date of the arrival of the permit;
(vi) the amount of registration tax payable, and if there is a tax base amount therefor, including said amount;
(vii) the date of filing; and
(viii) the indication of registry office.
 
*For an example of description as to the application for the registration of establishment of a stock company in the case of the application in writing, please see here.
- Application for Registration of Establishment of a Stock Company(Establishment of a Company with Board of Directors)
  Example of Description (PDF)
  Application Form Word PDF
  Seal Registration Form Example of Description (PDF) Seal Registration Form PDF Excel
 
- Application for Registration of Establishment of a Stock Company(Establishment of a Company without Board of Directors)
  Example of Description (PDF)
  Application Form Word PDF
  Seal Registration Form Example of Description (PDF) Seal Registration Form PDF Excel
 
Chapter 4-6. Attachments
  Mainly, the following documents must be attached on the application (Article 47 of Commercial Registration Act and others):
(i)  Articles of Incorporation (certified by a notary);
(ii) A document certifying the consent of all the incorporators or the unanimous consent of certain incorporators;
(iii) A letter of acceptance of assumption for directors at incorporation, etc;
(iv) A letter of acceptance of assumption for a representative director at incorporation;
(v) A document stating the investigation report as to director at incorporation, etc. and annexed documents (which must be attached in case where the matters listed in Article 28 of Companies Act have been investigated by an inspector);
(vi) A document proving that money has been paid (*1, *3);
(vii) Registered seal certificate (in case of a company with board of directors, a registered seal certificate which a mayor of municipality prepared pertaining to the seal impression which the representative director at incorporation sealed on a letter of acceptance of assumption; in case of a company without board of directors, registered seal certificate which a mayor of municipality prepared pertaining to the seal impression which the director at incorporation sealed on al letter of assumption must be attached) (*2, *3);
(viii) An identity verification certificate of director at incorporation, etc. (except for the case where the registered seal certificate of a mayor of municipality pertaining to the seal impression which director at incorporation, etc. sealed on the letter of acceptance of assumption is attached);
(ix) A document certifying that the amount of stated capital has been appropriated in accordance with Companies Act and the company accounting rules (in case where the assets to be contributed at incorporation are only money, the document need not be attached);
(x) When the directors at incorporation have selected a representative director at incorporation, a document concerning this; and
(xi) When the agency person applies for registration, a document certifying the agency person’s authority, etc.
 
  In case of application in writing, the required information must be stated on the seal registration form with the registered seal impression (the seal impression of representative person of the company) and the individual seal impression of the representative person of the company, and the referenced seal registration form must be submitted (Article 9, paragraph (1) and (5) of Regulation on Commercial Registrations).
 
*1 A document, prepared by the representative director at incorporation and certifying the amount of money to be paid into the institution handling payments, may be treated as a document to certify that the money has been paid if a copy of the bankbook of the account at the institution handling payments or transaction statements, or, documents which other institutions handling payments prepared is attached.
 Institutions handling payments include not only the head office and branch offices of domestic banks in Japan, but also the domestic branch offices of foreign banks in Japan (banks established with the permission of the Prime Minister). Overseas branches of domestic banks are also included as the institution handling payments.

*2 In case where the foreign national has not registered one’s seal impression in municipality, etc., the signature by affixing the name and seal can be enough, however, in this case, a certificate that the signature is that of the foreigner (so-called “a signature certificate”) must be attached. The certificate must be prepared by the authorities of the country of origin (including the consular of the country and the authorities with jurisdiction in Japan).

*3 Ministry of Justice website, "Procedures of commercial and corporation registration for foreign nationals and expatriates"
(https://www.moj.go.jp/ENGLISH/m_minji06_00004.html)
 
Chapter 4-7. Registration and License Tax
  The registration and license tax for the registration of establishment of a stock company is the amount of stated capital multiplied by 7/1,000. However, if the amount of tax calculated in this way is less than 150,000 yen, the amount is 150,000 yen per application (Appended Table 1, item (xxiv-1-a) of Act on Tax Exemption for the Registration of a New Company).
  In case of applying in writing, please attach revenue stamps for the amount of the registration and license tax in the margin, etc. of the application form. Revenue stamps can be purchased at post offices, etc.
 
Chapter 5. Related Laws and Regulations, etc.
   (Related Laws and Regulations)
- Companies Act (Act No. 86 of 2005)
- Ordinance for Enforcement of the Companies Act
(Ordinance of the Ministry of Justice No. 12 of 2006)
- Commercial Registration Act (Act No. 125 of 1963)
- Regulation on Commercial Registrations (Ministry of Justice Order No. 23 of 1964)

*For English translations of related laws and regulations, please refer to the Japanese Law Translation Database System (http://www.japaneselawtranslation.go.jp/).
 
(Related Pages)
- The Ministry of Justice's website: "Main notices, etc. relating to commercial and company registrations"
(https://www.moj.go.jp/MINJI/minji06_00098.html)
- Ministry of Foreign Affairs of Japan website: "Certification at the Ministry of Foreign Affairs (in Japan) (Authentication (of official seals) / Apostille)"
(https://www.mofa.go.jp/ca/cs/page22e_000416.html)
- Financial Services Agency website: “List of Foreign Language-Friendly Judicial Scriveners”
(https://www.fsa.go.jp/internationalfinancialcenter/en/our-support/business/judicialscrivener/)
- Japan Federation of Shiho-Shoshi Lawyer's Associations website
(https://www.shiho-shoshi.or.jp/global/english/)
- Japan External Trade Organization (JETRO) website "Setting Up Businesses"
(https://www.jetro.go.jp/en/invest/setting_up/)
- Tokyo Metropolitan Government website "Tokyo One-Stop Business Establishment Center”
(https://www.startup-support.metro.tokyo.lg.jp/onestop/en/)


*You also can use on-line one-stop application service for the registration of establishment, which allows you to apply necessary procedures to relevant authorities at once.

The Ministry of Justice

1-1-1 Kasumigaseki,Chiyoda-ku,Tokyo 100-8977,Japan
TEL:+81-(0)3-3580-4111
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