company-registration

Once the above preparations have been completed, it is time to register the company. In the case of a kabushiki kaisha , registration expenses start at about ¥250,000 in addition to the aforementioned name seal expenses and fees charged by the bank to which capital is paid, as well as the services fees charged by any professionals hired. These service charges differ according to the individual, however will usually be somewhere between ¥200,000 and ¥300,000. If you intend to engage the services of a professional , one idea is to have them take care of procedures such as tax notices and applying for a certificate of eligibility . The registration process is as follows.

I. Decide on an incorporator

When setting up a kabushiki kaisha , one or more parties must be registered as incorporators. This can be a foreign national or an overseas company, however at least one representative of the company must be a resident of Japan. The incorporator draws up the company's articles of incorporation and carries out other clerical and paper work involved in setting the company up.

II. Articles of incorporation

Articles of incorporation set out the basic terms and information about the company, and include some absolute, relative, and voluntary items. These all include a whole range of complicated information, and it may be an idea to have a professional draw up your articles - all you have to do is explain to him or her what kind of company you want to set up.

III. Setting up a kabushiki kaisha

This can be done either through regular incorporation or through subscription. Because many companies established in Japan by foreign corporations are 100% owned by the overseas parent company, most overseas companies in this situation tend to establish their Japanese subsidiary through regular incorporation rather than subscription. In this case, the incorporator is required to reside in Japan, but even if the representative has yet to register as a foreign resident in Japan, the company can still be set up with a certificate of signature authentication.

IV. Head office address

At first, only the neighbourhood in which the company will be located (more specifically the smallest administrative district) needs to be decided upon; you can decide on the exact location at a later stage.

V. Capital

The regulation of minimum capital amount for a kabushiki kaisha (yen;10 million) was abolished. Minimum capital is yen 1 in accordance with the New Corporate Law. however this may differ according to the industry to which the company belongs, so be sure to confirm this in advance. Also, under a temporary law valid until the end of FY2007, some companies that meet certain criteria qualify for a special dispensation to postpone payment of the minimum amount of capital for up to five years.

VI. The definition of a "foreign company"

The definition of what constitutes a "foreign company" differs according to government agency. For instance, companies must be more than 1/3 foreign owned in order to be approved as a Specially Designated Inward Investor by the Ministry of Economy, Trade and Industry; Specially Designated Inward Investor can receive tax breaks such as an extension of the carryover of deficit period.

VII. Directors and representative director

A kabushiki kaisha is required to have at least one director takes part in the decision-making process in relation to the company's business. In case that company has Board of Director, at least three directors are required. At least one of those directors is appointed representative director. There are no restrictions on the nationality or residence of directors, but the representative director must reside and be registered as residing in Japan. Note that under the Commercial Law, so-called "operating officers" are not equivalent to directors.

VIII. Auditor

The auditor oversees the directors' carrying out of the business and affairs of the company, as well as accounting matters; kabushiki kaisha with restrictions on the transfer of issued shares can hold auditor at its option but kabushiki kaisha with board of directors is generally required to have at least one. As with directors, there are no nationality or residence restrictions on auditors, however the auditor cannot hold another post concurrently.