Japan Kabushiki Kaisha Registration Procedures and Fees
Unless otherwise indicated, the Japan Kabushiki Kaisha stated in this quotation refers to a Company Limited by Shares formed and incorporated in Japan in accordance with the Japan Companies Act.
Kaizen’s fee for the registration of a Japan Kabushiki Kaisha (Company Limited by Shares) with capital no more than 20,000,000 JPY and has only one shareholder and director is 500,000 JPY (excluding tax). The registration services including duplication check on company name, compile an Articles of Incorporation (in Japanese, ?#23450;款?, notarize the Articles of Incorporation in Japan, compile registration documents and ordering corporate seals set (3 pieces), etc., related to incorporating a company in Japan. The services fee does not include any government fees payable on registration, the specific service items are listed in Section 1 and Appendix 1 of this quotation.
The registration fee mentioned in Section 1 does not include the notarization of shareholders?affidavit, capital receiving agent services and assistance in opening a corporate bank account in Japan. Kaizen may provide these services upon request, please check the quote from Section 2 of this quotation.
Investors are required to provide specifics materials/information for setting up a Kabushiki Kaisha in Japan, which are the shareholders?(in Japanese, ?#26666;主? and directors?(in Japanese, ?#21462;締役? identification documents, address proof documents issued within 3 months, capital amount, address of registered office (when provided by the customer), and the primary business segments and mode of operation. Details of the materials/information required are listed in Section 5 of this quotation.
In general, it takes about 4 to 5 weeks to complete the registration of a Japanese company (the time required for opening a corporate bank account is excluded). Please refer to Section 6 of this quotation for the registration procedures and time frame.
This quotation is only applicable to cases where additional licenses or permits are not necessary. For cases where the business to be operated in Japan requires additional licenses or permits, Kaizen may apply on behalf at a fee to be quoted upon request.
- Registration Fee for the Japan Kabushiki Kaisha
The registration fee for a Kabushiki Kaisha (in Japanese, ?#26666;式会社? with the capital no more than 20,000,000 JPY and has only one shareholder and director is 500,000 JPY (excluding tax). The services fee does not include any government fees payable on registration. Services are listed below:
(1)
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Japan Kabushiki Kaisha Incorporation ?Pre- & Post-Incorporation
(a) Answering customers?questions regarding incorporation of a Kabushiki Kaisha in Japan.
(b) Duplication checks on the company name to confirm the given name could be registered.
(c) Compile Articles of Incorporation and other related documents.
(d) Compile a Certificate of Paid-up Capital (customer is required to remit the capital amount into Japan).
(e) Ordering a 3 pieces corporate seals set (Including payment for production fees).
(f) Assistance in filing registration documents with the Japanese Legal Affairs Bureau and payment of registration tax and registration fees.
(g) Collection of the “Certificate of Registered Matters?and “Certificate of Registered Seal?
(h) Compile a Register of Shareholders (in Japanese, ?#26666;主名簿? and company kit (Contains company seals and documents of incorporation, etc.).
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(2)
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Notarization of a Kabushiki Kaisha Articles of Incorporation in Japan
According to the Companies Act, Kabushiki Kaisha must have its Articles of Incorporation notarized before the registration. The notarization will be conducted by a notary of the notary public’s office located in the place of the company’s registered office. The registration service fee mentioned above has included the cost of notarization. |
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Note:
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(1)
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The fee quoted above is applicable for the Japan Kabushiki Kaisha with one shareholder and one director. If the Japan Kabushiki Kaisha to be incorporated are having two or more shareholders or directors, an additional service fee of JPY 35,000 (per person) will be charged. |
(2)
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The fee quoted above does not cover courier fees incurred in the process of applying for company registration. (If any). |
(3)
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The fee quoted above limited to all documents provided are in Japanese or accompanied with Japanese translations. Since all documents shall be submitted in Japanese for registration, when documents provided are in Chinese, English, or other languages, Kaizen can provide Japanese translation services at a cost quoted separately. |
(4)
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The fee quoted above is for the application submitted with the Legal Affairs Bureau in Tokyo. If applicants consider submitting the application in other prefectures, fees will be quoted separately. |
- Other related services and charges
(1)
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Tax-related Procedures
After a Kabushiki Kaisha has been established, following tax-related procedures are needed for taxation purposes. Kaizen provides our service to handle these procedures at a cost of 200,000 JPY.
(a) Notification of Corporation Establishment (in Japanese, ?#27861;人設立届出書?.
(b) Application Form for Approval of Filing Blue Return (in Japanese, ?#38738;色申告の承認申請書?.
(c) Notification of Establishment / Relocation / Closure of a Salary-Paying Office (in Japanese, ?#32102;与支払事務所等の開設届出書?.
(d) Application for Approval Made in Relation to the Special Provision for Due Dates for Withholding Income Tax (in Japanese, ?#28304;泉所得税の納期の特例の承認に関する申請書?.
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(2)
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Notarization of Affidavit for Corporate Shareholders
In accordance with the Japanese laws and regulations, corporate shareholder(s) of a Japan Kabushiki Kaisha needs to prepare an affidavit on matters related to the authorization to register a company in Japan as well as the appointment of director(s), etc., and be notarized by a public notary in the place where the corporate shareholder(s) locates. The specific documents that need to be notarized depends on the place of incorporation of the corporate shareholder. Kaizen provides services on the notarization of affidavit at a cost quoted separately upon request.
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(3)
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Registered Office Address Rental Assistance Service
A business address is required before a Kabushiki Kaisha register in Japan; investors should rent a place as the register office address for the company. Kaizen provides assistance services on the rental of virtual office or physical office in Japan for registration purposes at a cost of 66,000 JPY. The fee does not cover the fees charged by the property agent (such as rental fee, deposit, etc.), these fees shall be paid to the local property agent directly according to the invoice issued by the local property agent. Once the lease is enforced, customer should contact Kaizen 3 months in advance when customer wish to terminate the lease in future.
Kindly noted that the virtual office Kaizen assisted in renting is for the purpose of registration of a Japan company only. Japan property agent staff may receive mails on behalf but will not act as a staff to serve visitors on behalf of the company. In addition, with the strict requirements of opening a corporate bank account in Japan, the application may be rejected by the bank due to the use of virtual office as the registered business address.
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(4)
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Capital Receiving Agent Service
Before a Kabushiki Kaisha being registered, the capital of the company is required to be remitted in Japan and should entrust a capital receiving agent who holds a Japan bank account to collect and keep the capital behalf of the company. The capital receiving agent could either be a shareholder or representative director of the company or an entrusted party. Kaizen can provide services on capital receiving agent to proceed with the company registration procedures. When the company has been registered, the capital receiving agent will pay back the capital to customer’s specified Japan bank account. Kaizen’s services fee on capital receiving agent is 85,000 JPY.
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(5)
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Corporate Bank Account Opening Assistance Service
The representative director of the Japan Kabushiki Kaisha who is residing in Japan needs to go to the bank directly for the handling of bank account opening. Our service fee for assisting the opening of a bank account in Japan is JPY 420,000. In the process of bank account opening, Kaizen will assist in making appointments with the banker, preparing the application documents and providing related consultation. The result of opening an account depends on the decision of the bank. Kaizen does not guarantee the success of the bank account opening application. If the corporate bank account cannot be opened finally, Kaizen will refund 40% service fee (JPY 168,000) to client. |
- Payment Term and Payment Methods
We currently only accept check, cash or TT and credit card payment through PayPal. If payment is settled through PayPal, an extra 5% service fee will be charged. Upon confirmation of order, we shall issue an invoice and email it together with detailed wire instructions to you. Because of the nature of services, we require full payment in advance. In addition, once service is commenced, no service fees will be refunded.
- Basic Structure of a Japan Kabushiki Kaisha
(1)
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Consists of at least one shareholder and one representative director. |
(2)
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When there are 3 or more directors, the client can choose whether to have a board of directors. If a board of directors is formed, it is necessary to appoint at least 1 company auditor (in Japanese, ?#30435;査役?. There is no restriction on the nationality of either the director or the company auditor. |
(3)
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The shareholder can be either a natural person or a legal entity. A director must be a natural person. The shareholder who is a natural person may also be the director. |
(4)
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Kabushiki Kaisha must have a registered address in Japan and a tenancy agreement shall be provided (Not required when the client engaged in Kaizen’s registered address service). |
(5)
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The minimum paid-up Share capital is JPY1. However, the capital amount would affect the credibility of the company and the probability of success when opening a corporate bank account, Kaizen recommends setting the registered capital at 5,000,000 JPY or above.
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- Required Materials/Information
(1)
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The proposed company name. Please provide 2 or 3 proposed company names in Japanese and corresponding ones in English. |
(2)
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All shareholders and directors?valid passport copies (for non-Japan resident), residential address proof copies (bank statement, utility bill or phone bill issued within 3 months) and personal signature / seal impression certificate (original). |
(3)
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When the shareholders are a legal entity, please provide copies of the statutory documents of each legal entity, or copies of documents with nature to prove the existence of the entity, such as the certificate of incorporation, annual return, register of members and directors, etc. |
(4)
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Copies of tenancy agreement. (Not required when the client engaged in Kaizen’s registered address service). |
(5)
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Amount of registered capital and number of shares. |
(6)
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Business scope (primary business activities), including the location of customers and suppliers, the products to be sold or the services to be provided, business model, etc. |
(7)
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Japan Kabushiki Kaisha Incorporation Order Form which is properly filled out. (The form will be provided by Kaizen) |
Notes:
(1)
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The abovementioned personal signature / seal impression certificate should be certified by public notary in the place where they reside or issued by the local government department. If such person is a resident of Japan, he/she should provide his/her personal seal and a seal certificate issued by the Legal Affairs Bureau of Japan.
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(2)
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The client may need to provide additional documents / information other than the materials listed above upon requested. Kaizen will provide the required material list to the client according to the actual situation
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- Kabushiki Kaisha Incorporation Process and Time Frame
Normally, the registration of a Kabushiki Kaisha takes around 4 to 5 weeks to complete. The actual registration time depends on the approval time of the Japan Legal Affairs Bureau. The detailed time frame is listed below.
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No.
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Procedure
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Business Days
(Estimated)
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1
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After client confirmed engaging in Kaizen’s services, Kaizen provides the required documents list based on the actual status and issue an invoice.
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1 ~ 2
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2
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Client provides the required documents to Kaizen by email, facsimile, or post. Meanwhile, client shall settle the service fees.
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client’s schedule
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3
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Kaizen undertakes the name availability checking for the proposed company names provided by the client
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1 ~ 2
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4
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Kaizen informs property agent to prepare the tenancy agreement and invoice while the client entrusts Kaizen to rent a Japanese address (virtual office or physical office); or clients provide the address and tenancy agreement to Kaizen when the office is rent by themselves.
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5 ~ 8
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5
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After confirming the registered address, Kaizen prepares the articles of incorporation and the registration documents for clients to sign (Kaizen shall confirm the workings on proposed business with notary public while preparing the articles of incorporation)
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10 ~ 15
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6
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Client arranges notarization of affidavit in the registered address located (when the shareholder is a legal entity), as well as arranges the shareholder and director who is a nature person to conduct the certification of personal signature / seal impression certificate
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client’s schedule
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7
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Client emails the signed documents to Kaizen for confirmation
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1 ~ 2
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8
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Client delivers all registration documents to Kaizen’s Japan office
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client’s schedule
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9
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Kaizen arranges to engrave the seals set
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2
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10
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Kaizen arranges the notarization of articles of incorporation by the public notary in Japan
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4 ~ 5
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11
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Investor(s) remits the capital to the Japan personal bank account of the capital receiving agent / shareholder / representative director and provide the remittance advice, bank passbook and deposit record to Kaizen for verifying the capital
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client’s schedule
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12
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Kaizen submits the registration documents to the Japan Legal Affairs Bureau for the incorporation process
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12 ~ 14
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13
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Japan Legal Affairs Bureau notifies to collect the certificate of registered matters and certificate of registered seal
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2 ~ 3
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14
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Kaizen submits the notification of corporate establishment and tax-related documents to the competent Regional Taxation Bureau and Tokyo Tax Office, submits the report of foreign investors invest directly in Japan to the Ministry of Finance (through the International Department of Bank of Japan) and submits the copies of articles of incorporation and certificate of registered matters to the corresponding department. (if applicable).
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5 ~ 7
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15
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When client engaged in our capital receiving agent service, Kaizen will arrange the refund of the capital to the client’s designated bank account
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12 ~ 14
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16
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Kaizen prepares company kit and other registration related documents
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2 ~ 3
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17
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Kaizen arranges courier of company kit to the client’s designated address, or client collects the company kit by visiting one of our offices
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1
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Note:
(1)
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The above time frame is estimated based on close cooperation with the client.
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(2)
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The above time frame is estimated based on the business activities of the Japan Kabushiki Kaisha to be incorporated does not need to apply for a license or permit. If license or permit is required, the time required will be extended accordingly.
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- Materials which will be handed over to clients after the registration
After the registration of the company, Kaizen will hand over the following documents to you supporting that the company has been registered and ready for you to begin your business activities in the name of the company:
(1)
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The certificate of registered matters. |
(2)
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The company seal registration card and the certificate of registered seal. |
(3)
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The articles of incorporation and its electronic record. |
(4)
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The Register of Shareholder(s) |
(5)
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2 copies of the notification of corporate establishment and other tax-related documents. (Including 1 notification of establishment / relocation / closure of a salary-paying office, 1 application form for approval of filing blue return and 1 application for approval made in relation to the special provision for due dates for withholding income tax, if applicable). |
(6)
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The report of acquisition of shares (foreign investors invest directly in Japan) (if applicable). |
(7)
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The company seals set. (Including 1 representative director’s seal (company seal), 1 invoice seal and the bank seal). |
- Annual Maintenance Fee
According to the Japan Companies Act and Corporation Tax Act. All Japanese company must compile year-end statements and declaration on corporate tax, corporate resident tax, corporate business tax, consumption tax, fixed assets tax, depreciable assets tax, etc. Kaizen could provide accounting and tax advisory services, etc., assisting in the entry of accounting data, preparation of various declarations and accounts, as well as reasonable tax-saving measures.,. In addition, Kaizen could also provide employees?salary calculation services, business management visa, intra-company transferee visa and other visas application service to our clients. Please contact our consultants for further information.
See also:
- [Japan Accounting and Tax Services]
- [Japan Visa Services]
- [Japan Kabushiki Kaisha Annual Renewal and Maintenance Guideline]
- [Guide to Starting a Kabushiki Kaisha in Japan]
- [Comparisons between Japan Kabushiki Kaisha, Goudou Kaisha and Shiten]
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