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Procedures for Establishment of Limited Liability Companies

Chapter 1. Introduction
This page explains the general procedure for establishment of limited liability companies.
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 (*1, *2).
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 (*1, *2).
After the establishment, it may be requested the issuance of a seal registration card and for certification in the form of an electronic certificate.
 
*1 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)
*2 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 Limited Liability Companies
   The general procedure for establishment of limited liability companies is as follows.
 
Preparation of Articles of Incorporation
             ↓
Performance of Contribution (money or contribution in kind)
             ↓
Application for Registration for Establishment of Limited Liability Companies
             ↓
Formation of Limited Liability Companies
               
Chapter 3. Procedures for Establishment of Limited Liability Companies
Chapter 3-1. Preparation of Articles of Incorporation
  (1) Preparation of the Articles of Incorporation by the Member
  In order to establish a limited liability company, the persons who wish to become members of the company must prepare the articles of incorporation (the fundamental rules for the organizational activities of the corporation), and all members must sign or affix their names and seals to it (Article 575, 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 576, Article 577, etc. of Companies Act).
  The articles of incorporation of a limited liability company do not need to be certified by a notary.

a. Absolute Description Matters
  The articles of incorporation must contain the following information (Article 576, paragraph (1) of Companies Act):
(i) Purpose(s);
(ii) trade name;
(iii) location of the head office;
(iv) name(s) and address(es) of the member(s);
(v) that all of the members shall be limited liability members; and
(vi) the purpose of the contribution by the member(s) and its value or standard of valuation.

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:
- Requirements for the Transfer of Equity Interests
(Article 585, paragraph (4) of Companies Act);
- Methods of nominating or appointing members (executive members) who execute business (Article 590, paragraph (1) of Companies Act);
- Methods of determining operations in case where there are two or more members or executive members (Article 590, paragraph (2), and Article 591, paragraph (1) of Companies Act);
- Nomination or mutual election of members (representative members) who represent the limited liability company (Article 599, paragraph (3) of Companies Act); and
- Duration or reasons for dissolution (Article 641, item  (i) and (ii), etc. 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:
- The number of managing members;
- Remuneration of managing members; and
- Business year, etc.
 
Chapter 3-2. Performance of Contribution
  A person who wishes to become a member must pay the full amount of the contribution or grant all of the property other than the money contribution by the time of registration of the incorporation of the limited liability company after the preparation of the articles of incorporation (Article 578 of Companies Act).
 
Chapter 4. Procedures for Application for Registration for Establishment of Limited Liability Companies
Chapter 4-1. Registration for establishment
  The registration of the establishment of a limited liability company must be made at the location of its head office (Article 914 of Companies Act).
  A liability company is formed by registering its establishment at the location of its head office (Article 579 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) of Regulation on Commercial Registrations).
  In case of application in writing, the representative person (in case where the referenced representative person is a corporation, the person who is to perform the duty) 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 limited liability company (*).
 
 
* Legal Affairs Bureau website, "Jurisdictional Information"
(https://homukyoku.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 limited liability company, mainly, the following matters must be registered (Article 914 of Companies Act):
(i) the purpose;
(ii) the trade name;
(iii) the addresses of the head office and branch offices;
(iv) if there are provisions in the articles of incorporation with regard to the duration or the grounds for dissolution of the Limited Liability Company, such provisions;
(v) the amount of stated capital;
(vi) the names of the members who execute the business of the Limited Liability Company;
(vii) the name and address of the member representing the Limited Liability Company;
(viii) if the member representing the Limited Liability Company is a corporation, the name and address of the person who is to perform the duties of such member;
(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 as applied mutatis mutandis pursuant to Article 118 of the same 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 the representative person (in case where the referenced representative person is a corporation, the person who is to perform the duty) 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 (in case where the referenced representative person is a corporation, including the name and the address of the person who is to perform the duty);
(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.
 
* 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).
 Please refer to the  following website for more details.
・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)

 For an example of description as to the application for the registration of establishment of a limited liability company in the case of the application in writing, please see here.
- Application for Registration of Establishment of a Limited Liability Company
  Example of Description (PDF)
  Application Form Word PDF
  Seal Registration Form Example of Description (PDF) Seal Registration Form PDF Excel
  Application Form Word PDF
 
Chapter 4-6. Attachments
  Mainly, the following documents must be attached on the application (Article 94 of Commercial Registration Act as applied mutatis mutandis pursuant to Article 117 and Article 118 of the same Act, etc.):
(i) Articles of Incorporation (certified by a notary is not required.);
(ii) A document certifying the unanimous consent among the members who execute the business;
(iii) The following documents in case where the representative member is a corporation;
- A certificate of registered information of the referenced corporation (excluding cases where the head office or principal office of the referenced corporation is located within the jurisdictional district of the referenced registry office)
- A document concerning the appointment of a person who is to perform the duties of the referenced member (a person of performance of duty)
- A document certifying that the person of performance of duty has consented to the assumption of office
(iv) A document proving the payment and the delivery of the contribution (*1);
(v) 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); and
(vi) 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 (the representative member) of the company, and the referenced seal registration form must be submitted with the attachment of a registered seal certificate (dated within 3 month) (*2, *3) which is issued by the mayor of the municipality pertaining to the referenced individual seal impression (Article 9, paragraph (1) and (5) of Regulation on Commercial Registrations).
  In case where the representative member is a corporation, the person who perform a duty of the referenced person is required to submit the seal registration form to the registry office. In this case, the documents to be attached are as follows (Article 9, paragraph (5), item (iv) and (v) of Regulation on Commercial Registrations). However, in case where the representative member, the corporation’s head office or its principal office is located within the jurisdictional district of the registry office where the seal registration form is submitted or in case where the corporation number, etc. of the referenced corporation is written on the seal registration form, the documents certifying the qualification of the representative of the referenced corporation (the representative information certificate) is not required (proviso to Article 9, paragraph (5) of Regulation on Commercial Registrations).
<Attached Documents>
○ In case where the person who performs the duty of the referenced member is the representative of the referenced corporation:
- The representative information certificate of the referenced corporation (within 3 months of preparation); and
- In case where the representative of the referenced corporation has not submitted the seal impression to the registry office, the registered seal certificate which the mayor of municipality, pertaining to the individual seal of the referenced representative which is sealed on the seal registration form, issued is required to be attached (within 3 months of preparation) (*2, *3).
○ In case where the person who performs the duty of the referenced member is not the representative of the referenced corporation:
- The representative information certificate of the referenced corporation (within 3 months of preparation);
- A document (the written guarantee) in which the representative of the referenced corporation guarantees that the seal impression of the person of performance of duty is the same as the one of the referenced corporation (with the seal of the referenced corporation which was submitted to the registry office); and
- In case where the representative of the referenced corporation has not submitted the seal impression to the registry office, the registered seal certificate which the mayor of municipality, pertaining to the individual seal of the referenced representative which is sealed on the written warranty, issued is required to be attached (within 3 months of preparation) (*2, *3).
 
*1 A document, certifying the amount of money to be paid into the institution handling payments (prepared by the representative members), 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.
Since there is no restriction that the payment must be made at a institution handling payments including a bank, etc. as in the case of a stock company, it is acceptable to attach a receipt for capital contribution, etc. prepared by the representative member.
 
*2 In case where the foreign national has not registered one’s seal impression in municipality, etc., a certificate prepared by the authorities of the country of origin (so-called “a signature certificate”) is able to be attached instead of a registered seal certificate prepared by the mayor of municipality.
 Please refer to the  following website(*3) for more details.

*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 limited liability 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 60,000 yen, the amount is 60,000 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

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TEL:+81-(0)3-3580-4111
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