Process flow for establishing LLC
LLC is an abbreviation for Limited Liability Company, this type of company is for running the business together with a low number of investors with mutual trust. Compared to a KK, a LLC can more freely make decisions about how to distribute profits and other decision making methods. For this reason, LLC tends to be more often for startup companies. Here we explain the procedure for establishing a LLC in Japan of a foreign company. In Japanese LLC is called 合同会社 goudou-gaisha.
※For another option for individual investors/owners, see our Procedure to Establish KK (Individual Shareholders)
page.
Personal seal registration
It is convenient for the person who will become the company’s representative and investor to do personal seal registration
* ahead of time.
*This is allowed only for individuals who reside in Japan
Decide on company outline & make Articles of Incorporation
Basic items about the company are decided such as who the investors will be, the company trade name, nature/items of business, business location, amount of equity, etc. Different from a KK, authentication of the Articles of Incorporation is not required.
Make & certify a sworn affidavit
A Sworn Affidavit is made and certified related to the details of the foreign company and its representative’s signature, based on the foreign parent company’s Certificate of Registered Matters.
Deposit equity funds
Deposit equity funds into an investor’s Japanese bank account.
In case of not having any Japanese bank accounts, you can temporarily deposit the equity funds into our law firm’s bank account for the purpose of establishment registration. See our fees of Trustee service of capital amount for company registration
Make company seal
Make your company’s official seal, which will later become essential as you do business in Japan. The seal is also needed when you apply to for establishment registration.
Apply to Legal Affairs Bureau for establishment registration
Apply to the Legal Affairs Bureau for establishment registration.
The seal of the company’s representative is registered with the Bureau.
Receive Certificate of Seal Registration & Certificate of Registered Matters
Registration takes up to a week to complete after applying.
Afterwards you can receive your company’s Certificate of Registered Matters & Certificate of Seal Registration.
Open bank accounts
A Certificate of Seal Registration & Certificate of Registered Matters is required to open a bank account in the company’s name.
Send Company Establishment Notice to tax office & city government offices
After the company is established, notifications related to taxes, social insurance, and employment insurance are sent to government agencies. If a notification is not sent to the tax authorities, the company may lose out on preferential tax treatment.
Services
We’ve prepared the ideal package of services for the company type listed above to help you start your business in Japan. In order to make the process go as smoothly as possible, we’ve prepared a limited list of necessary documents we’ll need so that we can prepare all the rest for you. If you have any questions about these please don’t hesitate to ask.
Required Documents
Items Client Provides
- Parent company’s registration certificate & articles of incorporation
- Passport and home address of parent company’s representative
- Passport and home address of Japanese company’s representative and other directors
Items We Prepare
- Articles of Incorporation of Japanese Company
- Sworn Affidavit ※
- Representative Selection Document
- Declaration of Capital Deposit
- Registration Application
※Sworn Affidavit
A piece of writing that a notary public who belongs to the home country of the parent company/Representative of the Japanese company attests to that describes what the company representative swears to do listed in the company’s formation documents.
Fees
| Item | Fee (JPY) | Actual Expenses (JPY) |
|---|---|---|
| LLC Establishment | 200,000 (tax excluded) | about 80,000 * + equity funds |
| LLC Establishment for Small Business* *Small business 1. An investor is an individual and only you. 2. An investor who has already appropriate Japanese Visa and bank account in Japan. |
150,000 (tax excluded) | about 80,000 * + equity funds |
*＜Details of Actual Expenses＞
Registration & License Tax: Equity ×0.7% (minimum of 60,000 JPY)
Seal creation cost: about 10,000 JPY
Certificate of Registered Matters & Certificate of Seal Registration: 1,900 JPY
Postage
Equity funds
Refer to Fees
FAQ
- In what situations would it be better to establish as a LLC?
- Do you always have to establish a Branch when doing business in Japan?
- Can a foreigner become a representative of a company run in Japan?
- How much should I put in the company’s equity?
- What are the Articles of Incorporation?
- Do you have to deposit and keep the equity money in the bank when establishing a company until the company registration is complete?
- In what situations is it required to make reports or notifications under the Foreign Exchange and Foreign Trade Act?
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