Japan Company Formation Guide
Godo Kaisha（合同会社）vs. Kabushiki Kaisha（株式会社）
Foreign nationals setting up a company in Japan usually choose between two structures: the Godo Kaisha (LLC) and the Kabushiki Kaisha (KK, a joint-stock company). This page walks through the full formation process, required documents, costs, and visa considerations for both, so you can compare them side by side.
Godo Kaisha vs. Kabushiki Kaisha: key differences
| Item | Godo Kaisha | Kabushiki Kaisha |
|---|---|---|
| Articles of incorporation notarization | Not required | Required at a Notary Public Office |
| Registration and license tax | JPY 60,000 (or 0.7% of capital, whichever is higher) | JPY 150,000 (or 0.7% of capital, whichever is higher) |
| Notarization fee (incl. certified copies) | Not applicable | Approx. JPY 3~50,000 |
| Timeline — all directors in Japan | Approx. 2 weeks | Approx. 2 weeks |
| Timeline — a director overseas | Approx. 1 month | Approx. 1 month |
Both structures can be used to apply for a Business Manager Visa. Which one to choose generally depends on the nature of your business, the scale of your capital, and how important external credibility is to you.
Godo Kaisha formation process
Foreign nationals setting up a Godo Kaisha in Japan generally follow the process below. Depending on the specifics of your case, additional procedures may be required — we recommend consulting a professional beforehand.
How directors’ residency affects timing
All directors reside in Japan
If all directors, including the representative director, are based in Japan, there’s no need to exchange documents by international mail, so the process can be completed relatively quickly — around two weeks.
Documents required:
- Two copies of a Japanese Certificate of Seal Registration (issued by the municipality)
- Personal registered seal (jitsuin)
- Registered seal for the company being formed
A director resides overseas
If any director, including the representative director, resides overseas, documents must be exchanged by international mail, which usually adds up to around one month to the process.
Documents required:
- Chinese nationals overseas: notarized seal certificate from their home country plus translation
- Taiwanese nationals overseas: Taiwan seal certificate plus translation
- Korean nationals overseas: Korean seal certificate plus translation
- Other nationalities overseas: signature certificate issued by their home country plus translation
- Any director based in Japan: a Japanese Certificate of Seal Registration
Eight steps to formation
Decide the basics
Decide the company name, company address, and business purpose, along with the other core details of the Godo Kaisha.
Draft the articles of incorporation
Draft the Godo Kaisha’s founding rules — the articles of incorporation. These set out the company name, registered address, business purpose, capital amount, director structure, and fiscal year end. Once drafted, they must be notarized at a Notary Public Office.
Apply the electronic signature
A licensed administrative scrivener (gyoseishoshi) applies an electronic signature to the articles.
Pay in the capital
Transfer the capital into the founder’s bank account, copy the passbook, and prepare a certificate of payment.
Prepare the registration filing
Prepare the supporting documents and the registration application needed for incorporation. The filing date becomes the company’s official date of establishment.
File the required notifications
Once formation is complete, notifications must be filed with the tax office, prefectural tax office, pension office, labor standards inspection office, and Hello Work (the public employment service).
Apply for a Business Manager Visa
After incorporation, prepare the required documents and submit them to the Immigration Bureau to apply for the Business Manager Visa.
Begin operating
Once the visa is granted, the company can begin operating formally. Tax and labor-management professionals can be brought in at this stage to support the business going forward.
Company naming rules
Japanese law sets out certain rules for company names. If a chosen name violates the rules, it must be changed — but the rules themselves are simple.
Rule 1: The name must include “Godo Kaisha”
The words “Godo Kaisha” can be placed before or after the rest of the company name — for example, “Godo Kaisha Toyota” or “Toyota Godo Kaisha” are both acceptable, and the order is up to you.
Rule 2: Restrictions on characters used
Company names may use kanji, hiragana, katakana, Roman letters (upper and lower case), numerals (0–9), and a limited set of symbols (＆ ‘ , － . ・). Simplified Chinese, traditional Chinese, and Korean (Hangul) characters cannot be used.
How to write your business purpose
The articles of incorporation must state the company’s business purpose, which is also recorded on the company’s certificate of registered matters. The business purpose must be specific, clear, and lawful. In principle, it only needs to cover the business the company will actually pursue after formation, though future planned business activities can be included in advance as well.
Actual formation costs
At the time of filing the registration application, a registration and license tax of JPY 60,000 must be paid to the Legal Affairs Bureau. A Godo Kaisha still requires articles of incorporation, but notarization at a Notary Public Office is not required.
Documents you’ll need to prepare
| Single director | Multiple directors |
|---|---|
| Articles of incorporation | Articles of incorporation |
| Certificate of payment | Certificate of payment |
| Registration application | Directors’ resolution |
| OCR form | Letter of acceptance of appointment |
| Seal registration form | Registration application |
| OCR form | |
| Seal registration form |
Post-registration filings
| Authority | Filings required |
|---|---|
| Tax office | Notification of corporation establishment, notification of opening a salary-paying office, application for special provisions on withholding tax payment deadlines, application for approval of blue-form tax return, notification of inventory valuation method |
| Prefectural tax office / municipal office | Notification of business commencement |
| Pension office | New coverage application, new applicable workplace status report, notification of insured status acquisition, notification of health insurance dependents (change) |
| Labor standards inspection office | Notification of insurance relationship establishment, estimated insurance premium report, plus attachments including company register, employee roster, wage ledger, and attendance record |
| Hello Work (public employment service) | Notification of applicable workplace establishment, notification of employment insurance insured status acquisition, notification of insurance relationship establishment, plus attachments including company register, employee roster, wage ledger, attendance record, and stamped receipt of the labor insurance relationship establishment notification |
Kabushiki Kaisha formation process
Foreign nationals setting up a Kabushiki Kaisha in Japan generally follow the process below. Depending on the specifics of your case, additional procedures may be required — we recommend consulting a professional beforehand.
How directors’ residency affects timing
All directors reside in Japan
If all directors, including the representative director, are based in Japan, there’s no need to exchange documents by international mail, so the process can be completed relatively quickly — around two weeks.
Documents required:
- Two copies of a Japanese Certificate of Seal Registration (issued by the municipality)
- Personal registered seal (jitsuin)
- Registered seal for the company being formed
A director resides overseas
If any director resides overseas, documents must be exchanged by international mail, which usually adds up to around one month to the process.
Documents required:
- Chinese nationals overseas: notarized seal certificate from their home country plus translation
- Taiwanese nationals overseas: Taiwan seal certificate plus translation
- Korean nationals overseas: Korean seal certificate plus translation
- Other nationalities overseas: signature certificate issued by their home country plus translation
- Any director based in Japan (Japanese or foreign national): a Japanese Certificate of Seal Registration
- Registered seal for the company being formed
Nine steps to formation
Decide the basics
Decide the company name (trade name), company address, business purpose, founders (shareholders), the amount each founder will invest, and the director structure. Since the company address needs to be settled early, you’ll also need to decide whether to lease office space or temporarily register the company at a private residence.
Draft the articles of incorporation
Draft the Kabushiki Kaisha’s founding rules — the articles of incorporation — incorporating the details decided in Step 1. This typically runs to a 4–5 page Word document. Once drafted, it is sent to the client for confirmation before moving to the next step. The articles set out the company name, registered address, business purpose, capital amount, director structure, and fiscal year end.
Notarize the articles at a Notary Public Office
The completed articles are submitted to a Notary Public Office for notarization by a notary. Using electronic articles of incorporation — converting the Word document to PDF and applying an electronic signature as a licensed administrative scrivener before submission — avoids the JPY 40,000 stamp duty normally payable on paper articles. If the client notarizes a paper version in person instead, that additional fee applies.
Pay in the capital
Capital can only be transferred into the founder’s personal account after the articles have been notarized (if transferring from overseas, pay attention to the transfer date). The founder’s account must be a Japanese bank account (an account at a Japan branch of an overseas bank is acceptable). This means someone without a Japanese bank account cannot, in practice, complete incorporation alone — and it isn’t possible to open a bank account while in Japan on a short-term, visa-exempt stay. For this reason, incorporation typically requires an assistant who acts as a temporary director. Once the transfer is complete, a certificate of payment is prepared.
File the incorporation registration with the Legal Affairs Bureau
A partner judicial scrivener (shiho-shoshi) prepares the full set of registration documents and files them with the Legal Affairs Bureau to register the company and its representative seal. The filing date becomes the company’s date of establishment. Barring any corrections, the certificate of registered matters (company registry) becomes available roughly one week after filing. Filing a Kabushiki Kaisha registration requires an actual cost of JPY 150,000 payable to the Legal Affairs Bureau.
File notifications with the tax office
Notifications must be filed with the tax office, including a notification of corporation establishment, a notification of opening a salary-paying office, and an application for special provisions on withholding tax payment deadlines. The receipt of these tax office filings must be submitted alongside the Business Manager Visa application, so keeping them is essential.
Obtain business licenses (if required)
If the business requires a specific license — for example, a secondhand goods dealer license, a tax-free shop, staffing/recruitment services, travel agency operations, real estate, or construction — that license must be obtained before applying for the Business Manager Visa.
Apply for a Business Manager Visa
Once the residence status application form, business plan, and all supporting documents are ready, they are submitted to the Immigration Bureau to apply for the Business Manager Visa. This application should only be filed once every preparation is fully complete — there is no room for error at this stage.
File with the pension office, Hello Work, and labor standards inspection office
For visa purposes, this step is optional, but these filings are still legally required and should be completed in accordance with applicable regulations.
Company naming rules
Japanese law sets out certain rules for company names. Even a carefully chosen name must be changed if it violates the rules — but the rules themselves are simple.
Rule 1: The name must include “Kabushiki Kaisha”
A Kabushiki Kaisha must include the words “Kabushiki Kaisha” in its trade name, and they can be placed before or after the rest of the name — for example, “Kabushiki Kaisha Toyota” or “Toyota Kabushiki Kaisha” are both acceptable, and the order is up to you.
Rule 2: Restrictions on characters used
Company names may use kanji, hiragana, katakana, Roman letters (upper and lower case), numerals (0–9), and a limited set of symbols (＆ ‘ , － . ・). Simplified Chinese, traditional Chinese, and Korean (Hangul) characters cannot be used.
How to write your business purpose
When forming the company, the articles of incorporation must state the business purpose, which is then recorded on the company’s certificate of registered matters. The business purpose must be specific, clearly stated, and lawful. In principle, only the business the company will pursue immediately after formation needs to be listed, though planned future business activities can be added in advance.
Share transfer restrictions
A share transfer restriction determines whether transferring the company’s shares requires the company’s approval. If shares can be freely transferred to anyone, shareholders may change frequently, and even strangers could become shareholders. To prevent this, a company can impose a restriction requiring its approval before shares are transferred. This is a different matter for listed companies and other large corporations, but for a smaller company wholly owned by a foreign national, it’s advisable to put a share transfer restriction in place from the outset.
Actual formation costs
Kabushiki Kaisha formation costs include a JPY 3~50,000 notarization fee for the articles of incorporation at a Notary Public Office, as well as a registration and license tax of JPY 150,000 payable to the Legal Affairs Bureau at the time of filing (or 0.7% of the capital amount, whichever is higher). In addition, preparing paper articles of incorporation requires a JPY 40,000 stamp duty — this fee is waived when the articles are prepared electronically.
Can it be set up without visiting Japan?
Forming a Kabushiki Kaisha in Japan requires notarizing the articles of incorporation at a Notary Public Office and filing the registration application with the relevant Legal Affairs Bureau. Unless there is someone in Japan willing to act as a temporary director, it is, in practice, not feasible for a wholly foreign-owned company to complete formation without anyone visiting Japan. If you have an assistant in Japan, they can also handle the process for you. Alternatively, when the process is handled by a professional firm, nearly all formation procedures can be managed on the client’s behalf — meaning that in many cases, a visit to Japan isn’t necessary at all.
Documents you’ll need to prepare
| Single director | Multiple directors |
|---|---|
| Articles of incorporation | Articles of incorporation |
| Certificate of payment | Certificate of payment |
| Registration application | Directors’ resolution |
| OCR form | Letter of acceptance of appointment |
| Seal registration form | Registration application |
| OCR form | |
| Seal registration form |
Post-registration filings
| Authority | Filings required |
|---|---|
| Tax office | Notification of corporation establishment, notification of opening a salary-paying office, application for special provisions on withholding tax payment deadlines, application for approval of blue-form tax return, notification of inventory valuation method |
| Prefectural tax office / municipal office | Notification of business commencement |
| Pension office | New coverage application, new applicable workplace status report, notification of insured status acquisition, notification of health insurance dependents (change) |
| Labor standards inspection office | Notification of insurance relationship establishment, estimated insurance premium report, plus attachments including company register, employee roster, wage ledger, and attendance record |
| Hello Work (public employment service) | Notification of applicable workplace establishment, notification of employment insurance insured status acquisition, notification of insurance relationship establishment, plus attachments including company register, employee roster, wage ledger, attendance record, and stamped receipt of the labor insurance relationship establishment notification (if an employee was previously covered by employment insurance, their insured certificate must also be submitted) |
This page is provided for reference only. Please confirm current requirements with the relevant government authorities, or consult a licensed professional before proceeding.
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