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Do you remember to register a Foreign Company?

Obligation to register a Foreign Company

"Foreign Company" means such any corporation incorporated under the law of a foreign country or such other foreign organization that is of the same kind as the Company or is similar to a Company (Article 2 (ii) of the Companies Act). When a Foreign Company intends to carry out transactions continuously in Japan, it must specify its representatives in Japan, one or more of which representatives in Japan must be those whose addresses are in Japan (Article 817 (1) of the Companies Act), and register the Foreign Company. A Foreign Company may not carry out transactions continuously in Japan before completing registration of a Foreign Company (Article 818 (1) of the Companies Act).
 
When a Foreign Company specifies its representative in Japan for the first time to carry out transaction continuously in Japan, registration of the Foreign Company must be completed within three weeks (Article 933 (1) of the Companies Act).

In case of violation of the registration obligation of a Foreign Company, etc.

Please note that when, a Foreign Company that intends to carry out transaction continuously in Japan fails to complete a registration within the period required in violation of Article 933 (1) of the Companies Act, Foreign Company's representative in Japan or manager may be punished by a civil fine of not more than one million yen (Article 976 (i) of the Companies Act).
 
In addition, please note that a person who carries out a transaction in Japan without registering a Foreign Company in violation of the provisions of Article 818 (1) of the Companies Act may be punished by a civil fine of an amount equivalent to the registration and license tax for the incorporation of the Company (Article 979 (2) and (1) of the Companies Act).

Registration Procedures of a Foreign Company

1.Method of Application for Registration
An application for registration may be filed in writing or online.
※Please note that applications for registration are available only in Japanese.
 
2.Matter to be registered
In the registration of a Foreign Company, the matters to be registered for the incorporation of a Stock Company, General Partnership Company, Limited Partnership Company or Limited Liability Company (the matters listed in the items of Article 911(3) of the Companies Act or in the items of Articles 912 to 914 of the Companies Act must be registered) and the following matters shall be registered (Article 933 (2) of the Companies Act) according to the type of the same kind of company or the most similar company in Japan.
(i) the law governing the incorporation of the Foreign Company;
(ii) the name(s) and address(es) of its representative(s) in Japan;
(iii) if the same kind of Company or the most similar Company in Japan is a Stock Company, the method of giving public notice under the provisions of the governing law prescribed in item (i);
(iv) in the cases prescribed in the preceding item, if the Foreign Company intends to take the measure prescribed in Article 819 (3) of the Companies Act, the matters prescribed by Ministry of Justice Order which are necessary for making the information contained in what is equivalent to the balance sheet provided for in (1) of that Article available to the general public;
 (v) if there are provisions with regard to the Method of Public Notice under the provisions of Article 939 (2) of the Companies Act, such provisions;
(vi) if the provisions set forth in the preceding item provide that electronic public notice is to be the Method of Public Notice, the following matters:
  (a) the matters prescribed by Ministry of Justice Order which are necessary for making the information to be publicly notified through electronic public notice available to the general public; and
  (b) if there are provisions under the provisions of the second sentence of Article 939 (3) of the Companies Act, such provisions; and
 (vii) if there are no provisions set forth in item (v), a statement to the effect that publication in an official gazette is to be the Method of Public Notice pursuant to the provisions of Article 939 (4) of the Companies Act.
 
3.Registration Applicant
In filing an application for registration of a Foreign Company, a representative in Japan shall represent the Foreign Company(Article 128 of the Commercial Registration Act).

4.The form of an application
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 (2) of the Commercial Registration Act)
(In cases the representative in Japan is a foreign national, it is sufficient to sign the name  instead of the name and seal. In such cases, a certificate from the official of the home country must be attached to the signature.)
(i) the name and address of an applicant, or, if an applicant is a company, its trade name and 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.

5.Document to be Attached to Written Application
In filing a written application for registration of a Foreign Company pursuant to the provision of Article 933 (1) of the Companies Act, the following documents shall be attached thereto: (Article 129 (1) and (2) of the Commercial Registration Act)
(i) a document which sufficiently evidences the existence of the head office;
(ii) a document evidencing the capacity of the representative in Japan;
(iii) the articles of incorporation of the Foreign Company and any other document sufficiently characterizing the nature of the Foreign Company; and
(iv) in cases where methods of public notice have been provided pursuant to the provision of Article 939 (2) of the Companies Act, a document evidencing such provision.

 ※These documents shall be certified by the competent government agency or consul in Japan of the Foreign Company's own state or any other competent authority.

6.The registry office having jurisdiction
Applications for registration of Foreign Companies should be filed with the following competent registry office (Regional or District Legal Affairs Bureau).
・in cases where a business office is established in Japan
; the registry office that has jurisdiction over the location of the business office
・in cases where no business office is established in Japan
; the registry office that has jurisdiction over the location of its representative in Japan
 
7.Contact Information
For application procedures for registration of Foreign Companies, please contact above“The registry office having jurisdiction”.
 
8.  Other
Please refer to here for the procedures of commercial and corporation registration for foreign nationals and expatriates

The Ministry of Justice

1-1-1 Kasumigaseki,Chiyoda-ku,Tokyo 100-8977,Japan
TEL:+81-(0)3-3580-4111
JCN 1000012030001 (JCN:Japan Corporate Number)

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