Starting a Business in Japan: Administrative Procedures

Published on October 30, 2025 and written by Cyril Jarnias

Japan, the world’s third-largest economy, offers numerous opportunities for foreign entrepreneurs looking to establish themselves in its dynamic and innovative market. However, setting up a company in the Japanese archipelago requires navigating through a set of specific administrative procedures. This detailed guide will walk you step by step through the essential processes for establishing your business in the Land of the Rising Sun, shedding light on the intricacies of the Japanese system and the required documents based on your chosen legal structure.

Choosing the Legal Structure: The First Crucial Step

Before diving into administrative procedures, it’s essential to determine the most suitable legal form for your business project in Japan. The main options available to foreign investors are:

• Kabushiki Kaisha (KK): equivalent to a corporation
• Godo Kaisha (GK): similar to an LLC
• Branch Office
• Representative Office

Kabushiki Kaisha (KK) is the most prestigious form and most commonly used by large corporations. It offers enhanced credibility with Japanese partners but involves more complex formalities and higher costs.

Godo Kaisha (GK), introduced in 2006, has become a popular option for small and medium-sized enterprises due to its flexibility and simplified incorporation procedures. It allows for more flexible management while offering limited liability to members.

The Branch Office is a direct extension of a foreign company and does not constitute a separate legal entity in Japan. It can conduct business activities but its scope is limited to the parent company’s operations.

The Representative Office is the simplest form for establishing a presence in Japan, but it cannot engage in direct commercial activities. It’s primarily used for market research and information gathering.

Essential Steps to Launch Your Japanese Company

Once the legal structure is chosen, several key steps await you to materialize your company’s establishment in Japan. Here’s an overview of the main procedures to undertake:

1. Company Name Reservation

The first step involves checking the availability of your desired company name with the Legal Affairs Bureau. It’s crucial to ensure the name isn’t already used or too similar to an existing business. This verification can be done online or directly at the local bureau.

For a KK or GK, the name must include the terms “Kabushiki Kaisha” or “Godo Kaisha” respectively (or their abbreviations). It’s recommended to prepare multiple name options in case your first choice isn’t available.

2. Preparation of Company Articles of Incorporation

The Articles of Incorporation are the founding document of your company. They must be drafted in Japanese and contain essential information such as:

• Company name and business purpose
• Head office address
• Amount of share capital
• Names and addresses of founders and directors
• Method of publishing company information

For a KK, the Articles of Incorporation must be authenticated by a Japanese notary, which involves additional fees. This step isn’t necessary for a GK, thus simplifying the incorporation process.

3. Bank Account Opening and Capital Deposit

Once the Articles of Incorporation are prepared, you need to open a bank account in the name of the company in formation and deposit the initial capital. The minimum capital amount is no longer set by law since 2006, but in practice, capital of at least 1 million yen is recommended for a KK to ensure its credibility.

For a GK, there’s no minimum amount required, making it particularly attractive for small structures. The capital deposit certificate issued by the bank will be necessary for company registration.

4. Company Registration

The official registration of your company takes place at the local Legal Affairs Bureau. This crucial step marks the legal birth of your business in Japan. You’ll need to submit a complete file including:

• Company Articles of Incorporation
• Capital deposit certificate
• List of directors and their acceptance of position
• Seal certificates (inkan) of directors
• Power of attorney if the procedure is handled by a third party

The processing time is typically one to two weeks. Once registration is approved, you’ll receive a registration certificate (tokibo tohon) that attests to the legal existence of your company.

Specific Documents by Legal Structure: What You Need to Know

Documentary requirements vary depending on the legal form chosen for your company in Japan. Here’s an overview of the specific documents required for the most common structures:

For a Kabushiki Kaisha (KK)

KK requires the preparation and submission of more detailed documents, reflecting its more complex structure and prestigious status in the Japanese business world. Specific documents include:

• Articles of Incorporation authenticated by a notary
• Minutes of the founders’ meeting
• Minutes of the first shareholders’ general meeting
• Minutes of the first board of directors meeting
• List of shareholders
• Seal certificates (inkan) of all directors

KK offers flexibility in its governance structure, allowing you to choose between a system with a board of directors or a simplified system. This choice must be clearly indicated in the Articles of Incorporation and influences the documents to prepare.

For a Godo Kaisha (GK)

GK benefits from a simplified incorporation process, with less burdensome documentary requirements:

• Articles of Incorporation (not authenticated by a notary)
• List of members and their capital participation
• Seal certificates (inkan) of executive members
• Company operating agreement (optional but recommended)

GK’s flexibility is reflected in the ability to customize its management through the operating agreement, which defines members’ rights and obligations as well as the company’s internal operating rules.

For a Branch Office

Establishing a branch office requires specific documents related to the parent company:

• A certified copy of the parent company’s Articles of Incorporation
• An extract from the parent company’s commercial register
• A board resolution authorizing the branch office establishment
• Appointment of a resident representative in Japan
• Declaration of branch office activities

All these documents must be translated into Japanese and, in some cases, authenticated by the competent authorities in the parent company’s country of origin.

Navigating the Japanese Administrative Maze: Expert Tips

Setting up a company in Japan may seem complex for foreign entrepreneurs, but with proper preparation and appropriate advice, the process can be managed effectively. Here are some recommendations to facilitate your procedures:

1. Anticipate Timelines

The complete process of setting up a company in Japan can take 4 to 8 weeks, or even longer depending on the complexity of your structure and the speed of document preparation. It’s crucial to plan accordingly, especially if you have business deadlines to meet.

2. Master Seal (Inkan) Usage

In Japan, the use of personal or company seals (inkan) is ubiquitous in administrative procedures. Each director or member will need to register their personal seal with local authorities. For the company itself, an official seal will need to be created and registered after incorporation.

3. Prepare for the Language Barrier

The majority of documents and procedures are in Japanese. It’s highly recommended to work with a professional translator or bilingual advisor to ensure translation accuracy and proper understanding of legal requirements.

4. Familiarize Yourself with the Japanese Tax System

From the moment your company is established, you’ll need to comply with Japanese tax obligations. This includes:

• Registration with the local tax office
• Corporate tax declaration and payment
• VAT management (if your turnover exceeds certain thresholds)
• Withholding tax declarations for employees

The Japanese tax system can be complex, with specific rates and rules depending on company size and type. It’s wise to consult an accountant familiar with the specifics of the Japanese market.

5. Consider Hiring Local Staff

If you plan to hire staff in Japan, you’ll need to familiarize yourself with Japanese labor law and social security registration procedures. Hiring at least one Japanese employee can greatly facilitate your interactions with local administrations and improve your understanding of the market.

Conclusion: An Investment for the Future

Setting up a company in Japan represents a stimulating challenge that opens the door to one of the world’s most sophisticated and innovative markets. Although administrative procedures may seem complex at first glance, they reflect a rigorous legal and commercial system that guarantees stability and reliability for businesses operating in the archipelago.

The key to success lies in meticulous preparation, thorough understanding of local requirements, and the ability to adapt to Japanese cultural and commercial specificities. By following the steps outlined in this guide and surrounding yourself with the right advisors, you’ll lay solid foundations for your entrepreneurial adventure in the Land of the Rising Sun.

Remember that every administrative challenge overcome brings you one step closer to realizing your business project in Japan, paving the way for unique opportunities in a market recognized for its quality, innovation, and economic stability.