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Company Formation Guide
Japan Company Formation
Mirr Asia provides a wide range of services necessary for establishing a company in Japan, including company formation, accounting, tax, and office management, at the lowest possible cost.
Overview · 01
Japan Company Incorporation
We provide one-stop support for Japan company incorporation — Ministry of Justice registration, tax office filings, and corporate bank account support. Two market-entry routes are available: a KK/GK subsidiary or a branch of your existing company.
Apply for Japan Incorporation
Japan Incorporation ApplicationOpen the form
Entity Choice · 02
Kabushiki Kaisha (KK) vs Godo Kaisha (GK, 合同会社) Comparison
| Category | Kabushiki Kaisha (KK) | Godo Kaisha (GK) | Example / Notes |
|---|---|---|---|
| Speed / Complexity | Articles notarization required (electronic recommended); relatively complex | No notarization required; relatively fast | If speed & initial cost matter → GK |
| Credibility / Fundraising | Traditional form; favorable for enterprise B2B and fundraising | Startup-friendly but typically perceived as less credible than KK | If you will deal with large corporates or fundraise → KK |
| Registration / Fees | Registration and license tax: 0.7% of capital (minimum ¥150,000) | Registration and license tax: 0.7% of capital (minimum ¥60,000) | MOJ: Registration & taxes |
| Governance | Board/shareholders' meeting (simplifications possible depending on size) | Flexible operations via members' internal agreement | If flexibility in authority/profit allocation matters → GK |
| EXIT / Options | Broad share/option structures; IPO track | Structuring possible but relatively more constraints | When VC rounds scale up, consider converting to KK |
A head office address is required from the incorporation date (a virtual/serviced or a physical office both work).
Costs · 03
Guide to the Costs of Incorporating a Japanese Limited Company
| Item | Amount |
|---|---|
| Incorporation fee | ¥580,000 |
| Estimated government and notary fees | ¥240,000 |
| Other costs | ¥15,000 |
| Capital receipt agency service Optional | ¥100,000 |
| Local Virtual Office and Mail Forwarding Service for 1 year Optional | ¥185,000 |
| Arrangement for EMI Virtual Account Opening | Free |
| Total | ¥1,120,000 |
Package conditions
- The above fees are based on one shareholder and one director. If there are two or more shareholders or directors, an additional fee of ¥45,000 per person will apply.
- The above fees are based on a capital of 20 million yen or less; additional costs will apply if the capital exceeds 20 million yen.
- The above service package does not include the notary fees for the Certificate of Eligibility for Foreign-Invested Companies. If you require this service, we will provide a separate quotation.
- The above service package does not include translation costs. Should translation be required, a separate translation fee will apply.
- The above service package is based on Tokyo; if you apply for incorporation in another prefecture, we will inform you of the separate fees.
Services · 04
Inclusions in the Incorporation Service
- Checking for duplicate company names and verifying registrability
- Drafting the Articles of Association and other incorporation-related documents
- Notarisation of the Articles of Association (mandatory for joint-stock companies)
- Preparation of the Certificate of Paid-Up Capital
- Production of three sets of corporate seals
- Submission of registration documents to the Japanese Ministry of Justice and payment of registration tax and fees
- Provision of a Certificate of Registered Matters and a Certificate of Seal Registration
- Provision of a Shareholder Register
- Provision of a company kit
- Provision of advisory services regarding incorporation
Post-incorporation · 05
Mandatory Government Filings Immediately After Incorporation
| Item | Description | Deadline | Official link |
|---|---|---|---|
| Incorporation notification | File incorporation notification to the tax office (local taxes require separate filings with the relevant local authorities) | Within 2 months after incorporation | National Tax Agency (NTA) nta.go.jp/english |
| Blue return election approval | Tax advantages such as loss carryforwards; requires proper bookkeeping and document retention | Within 3 months of incorporation or before the end of the first fiscal year, whichever is earlier | National Tax Agency (NTA) nta.go.jp/english |
| Payroll office establishment | Required if you will pay employee salaries; set up withholding tax framework | Within 1 month after incorporation | National Tax Agency (NTA) nta.go.jp/english |
| Semiannual withholding special rule | If you have 10 or fewer employees, apply for semiannual withholding payments (due 7/10 and 1/20) | As needed (applies after approval) | National Tax Agency (NTA) nta.go.jp/english |
| Social insurance & pension | When hiring: enroll health/welfare/employment/workers' compensation; when leaving: file termination notifications | Within 5 days after hiring | Japan Pension Service nenkin.go.jp |
| Local tax incorporation filing | File with prefecture/municipality (e.g. Tokyo: within 15 days of business commencement) | Varies by jurisdiction | Tokyo Metropolitan Taxation Office tax.metro.tokyo.lg.jp |
Taxation · 06
Consumption Tax (VAT) & Invoice System
| Item | Key points | Official link | Example |
|---|---|---|---|
| Taxable / exempt determination | If taxable sales in the prior fiscal period exceed ¥10 million, you become taxable. New entities are typically exempt, but if paid-in capital is ¥10 million or more, you are taxable from the first fiscal year. | National Tax Agency (NTA) nta.go.jp/english | New KK with paid-in capital of ¥12 million → taxable business in FY1 |
| Qualified invoice registration | Effective from 2023-10-01. After receiving a registration number, issue qualified invoices (required for input tax credits). | NTA Invoice System nta.go.jp/…/invoice-system | Recommended when transactions are primarily B2B |
Pricing · 07
Separate Services
| Service | Amount |
|---|---|
| Submission of tax-related declarations and documents to the relevant tax office Includes: Application for Incorporation, Application for Approval of Blue Return Filing, Notification of Establishment of Payroll Office, Application for Approval of Special Provisions on Withholding Tax Payment Deadlines, Report on Share Acquisition | ¥250,000 |
| Support for opening a local corporate bank account Corporate bank accounts cannot be opened for virtual offices — virtual offices often face difficulties with this step | ¥500,000 |
| Notarisation of sworn statements for corporate shareholders Under Japanese Company Law, corporate shareholders of a Japanese stock company must prepare a sworn statement regarding matters such as company registration approval and the appointment of directors, and have it notarised at the jurisdiction where the shareholder is located | Separate quotation |
| Where permits or licences are required | Separate quotation |
Documents · 08
Required Documents
- Completion of the application for incorporation
- Copies of shareholders'/directors' passports
- Proof of address for shareholders/directors (issued within the last 3 months)
- Copy of the lease agreement (if a separate office has been leased in Japan)
- (For Korean nationals) Certificate of Signature Authentication (issued by a local residents' centre or district office; stating the purpose is for the establishment of a Japanese corporation; the signature must match that on the passport)
- (For Korean nationals) Extract from the Resident Register
Process · 09
Procedure
- 1Submission of required documents
- 2KYC/CDD procedures and onboarding
- 3Signing of service agreement and payment
- 4Company name search and verification of registrability
- 5Preparation of lease agreement
- 6Preparation of articles of association, review of business activities and regulatory requirements, preparation of registration documents
- 7Authentication of shareholders'/directors' personal signatures and seal certificates
- 8Signing of documents and dispatch to our office
- 9Preparation of seal set
- 10Notarisation of Articles of Association
- 11Transfer of share capital
- 12Submission of documents to the Japanese Ministry of Justice to proceed with incorporation
- 13Upon completion of incorporation, application for issuance of Certificate of Registration and Seal Registration Certificate
- 14Submission of incorporation notification and tax-related documents, and handling of other reporting requirements
- 15Transfer the capital to the client's designated account
- 16Production and delivery of the company kit
Estimated duration: 4–5 weeks.
Costs · 10
Cost Breakdown for Establishing a Japanese Limited Liability Company
Based on a capital of 8 million yen or less, for a single-member company.
| Item | Amount |
|---|---|
| Company incorporation fee | ¥480,000 |
| Estimated government fees | ¥60,000 |
| Other costs | ¥15,000 |
| Capital receipt agency service Optional | ¥100,000 |
| Local virtual office and postal service for 1 year Optional | ¥185,000 |
| Arrangement for opening an EMI virtual account | Free |
| Total | ¥840,000 |
Ongoing Costs · 11
Annual Maintenance Fees — KK / GK
Interactive selection and live totals are available on the Quick Quote tab; the tables below are the full reference list.
Core maintenance
| Service item | Unit price | Unit / quantity |
|---|---|---|
| Annual agency service (incl. annual meeting minutes) | ¥80,000 | Once per year |
| Registered address (head office) management | ¥66,000 / ¥22,000 | Year 1 / Year 2+ |
| Monthly bookkeeping (≤50 entries/month, annual revenue ≤¥10M) | ¥37,000 | Per month × months applied |
| Corporate/local tax final return filing | ¥220,000 | Once per year |
| Depreciable assets (fixed assets) filing | ¥25,000 | Once per year |
| Statutory reports summary table | ¥50,000 | Once per year (by 1/31) |
| Withholding tax filings | ¥15,000 | Annual (semiannual special rule) / monthly depending on case |
Consumption-tax related
| Service item | Unit price | Unit / quantity |
|---|---|---|
| Invoice (qualified invoice) registration | ¥28,000 | One-time, if needed |
| Consumption tax return filing | ¥88,000 | Once per year, if taxable |
| Consumption tax refund filing (refund < ¥1,000,000) | ¥100,000 | One-time, if needed |
Size-based taxation & proxy payment
| Service item | Unit price | Unit / quantity |
|---|---|---|
| Size-based taxation support (paid-in capital ≥¥100 million) | ¥90,000 | One-time, if needed |
| Payment proxy service (no Japanese bank account) | ¥25,000 | Per case |
Payroll & social insurance
| Service item | Unit price | Unit / quantity |
|---|---|---|
| Payroll calculation (based on number of employees) | Tiered — see below | Per month × months applied |
| Social insurance contribution calculation (based on number of employees) | Tiered — see below | Per month × months applied |
| Social insurance enrollment/termination filings | ¥50,000 | Per person |
| Employment contract drafting (basic template, Japanese) | ¥35,000 | Per person |
| Support for separation/termination procedures | ¥55,000 | Per person |
| Annual labor insurance renewal | ¥30,000 | Once per year (Jun–Jul) |
| Social insurance base calculation filing | ¥30,000 | Once per year (July) |
| Staff count | Monthly unit price |
|---|---|
| 1–3 employees | ¥22,000 |
| 4–5 employees | ¥28,000 |
| 6–10 employees | ¥36,000 |
| 11–20 employees | ¥46,000 |
| 21–30 employees | ¥55,000 |
| 31+ employees | ¥55,000 + ¥24,000 per additional group of 10 |
Registration changes (optional, KK/GK incorporation route only)
| Service item | Unit price | Unit / quantity |
|---|---|---|
| Registration change for representative director / representative member | ¥300,000 | Per case |
| Registration change for director/member | ¥260,000 | Per case |
| Registration change for auditor | ¥260,000 | Per case |
Actual taxes (corporate/local/consumption tax), per-capita local inhabitant tax (e.g. Tokyo minimum ¥70,000), employer social insurance contributions, rent, and notarization/registration disbursements are separate.
Visa · 12
Business Manager Visa Guide
| Core requirement | Description |
|---|---|
| Secure an office | Lease agreement and actual use (home-use / purely virtual address only may be higher risk) |
| People / capital requirement | At least 2 full-time employees or investment of ¥5,000,000+ |
| Continuity / stability | Demonstrate with business plan, P&L, org chart, contracts/transaction evidence, etc. |
Official link: Immigration Services Agency (Business Manager). Process: Mirr Asia (partnered with an Administrative Scrivener) or self-filing.
Example: an IT startup demonstrates stability with a 6-month funding plan, office photos, and employment contracts.
Alternative Route · 13
Japan Branch Establishment
No paid-in capital requirement for the branch; a Japan-based representative is required.
| Item | Summary |
|---|---|
| Branch capital | A Japan branch is not a separate legal entity, so paid-in capital is not required (N/A). JETRO's model case also indicates "N/A" for branch capital in its cost model. |
| Japan-based representative | To conduct continuous transactions in Japan, a foreign company must appoint a representative in Japan, and at least one representative must have an address (residency) in Japan. There is no nationality restriction. |
| Local tax / size-based taxation | For foreign corporations, determinations such as the per-capita local inhabitant tax and size-based enterprise tax (when capital is ¥100 million or more) are generally assessed by reference to the foreign head office capital and allocated as applicable. |
A branch is treated as part of the head office, and it typically uses the same fiscal year as the head office.
Core establishment steps
- 1Branch registration — register the branch and appoint at least one representative in Japan (with at least one having a Japan address). Continuous transactions are not permitted before registration.
- 2Registration license tax — ¥90,000 per one branch office
- 3Tax start filings — national: branch opening, withholding agent filings, optional blue return approval; local: commencement filings with prefecture/municipality
- 4E-filing — electronic filing/payment via e-Tax (national) and eLTAX (local)
- 5Consumption tax & invoicing — taxable status generally applies when taxable sales exceed ¥10 million in the base period; invoice registration is commonly recommended for B2B-focused operations
- 6Social & labor insurance — when hiring: health/pension enrollment (often within 5 days), and labor insurance setup (often within 10 days), subject to the applicable regime
- 7Visa (Intra-company transferee) — typically applicable to transferees meeting the standard requirement of prior head-office employment (commonly at least one year), subject to review
Alternative Route · 14
Branch Costs — One-Time & Annual
One-time establishment costs
| Item | Amount | Notes |
|---|---|---|
| Registration license tax — branch registration | ¥90,000 | MOJ fee schedule |
| Translation · notarization · apostille | ¥200,000 | Varies by volume/country |
| Branch registration agency fee | ¥420,000 | Includes document design/translation/filing (example) |
| Total | ¥710,000 |
The above amounts are examples. Postage, revenue stamps, and other out-of-pocket costs may apply.
Annual maintenance costs (same core schedule as the KK/GK route; no registration-change fees for a branch)
| Service item | Unit price | Unit / quantity |
|---|---|---|
| Annual agency service (routine documents/advice) | ¥80,000 | Once per year |
| Registered address (branch address) management | ¥66,000 / ¥22,000 | Year 1 / Year 2+ |
| Monthly bookkeeping (≤50 transactions/month, annual sales ≤¥10M) | ¥37,000 | Per month × months applied |
| Corporate/local tax final return | ¥220,000 | Once per year |
| Depreciable assets (fixed assets) filing | ¥25,000 | Once per year (by 1/31) |
| Statutory reports summary | ¥50,000 | Once per year (by 1/31) |
| Withholding tax filing | ¥15,000 | Annual basis (semiannual special rule) |
| Invoice registration (qualified invoice issuer) | ¥28,000 | One-time, if needed |
| Consumption tax return | ¥88,000 | Once per year, if taxable |
| Consumption tax refund claim (refund < ¥1,000,000) | ¥100,000 | One-time, if needed |
| Size-based taxation support (HQ capital ≥¥100M) | ¥90,000 | One-time, if needed |
| Proxy payment service (no Japan bank account) | ¥25,000 | Per case |
| Payroll calculation (tiered by staff) | Tiered — see KK/GK schedule | Per month × months applied |
| Social insurance premium calculation (tiered by staff) | Tiered — see KK/GK schedule | Per month × months applied |
| Social insurance enrollment/termination filing | ¥50,000 | Per person |
| Employment contract drafting (basic Japanese template) | ¥35,000 | Per person |
| Separation process support | ¥55,000 | Per person |
| Annual labor insurance renewal | ¥30,000 | Once per year (Jun–Jul) |
| Social insurance base reporting | ¥30,000 | Once per year (July) |
Local per-capita inhabitant tax (e.g. Tokyo minimum ¥70,000), employer social insurance portion, rent, postage/revenue stamps, and other out-of-pocket costs are not included.
Entity Choice · 15
Kabushiki Kaisha (KK) vs Godo Kaisha (GK) — Full Comparison
In Japan, the corporate form commonly associated with an "LLC" is Godo Kaisha (GK, 合同会社). "Godo Kaisha" is the correct legal term.
| Category | Kabushiki Kaisha (KK) | Godo Kaisha (GK, 合同会社) |
|---|---|---|
| Minimum capital | ¥1 | ¥1 |
| Minimum number of investors | 1 | 1 |
| Equity holder name | Shareholder | Member (partner) |
| Representative title | Representative Director | Representative Member (executive member) |
| Investor vs management | Ownership and management can be separated | Typically, members (investors) are also the managers |
| Decision-making | Shareholders' meeting (and board resolutions if a board is established) | Unanimous consent of all members is the default (can be modified in the articles, e.g. majority vote) |
| Liability for debts | Limited to capital contribution | Limited to capital contribution |
| Equity transfer conditions | Subject to board approval and the articles (as applicable) | Default rule is unanimous member consent (can be relaxed in the articles) |
| Officers / governance | At least 1 director (and auditors, etc., depending on structure/size) | Designate executive member(s) from among members (all members have limited liability) |
| Term of office | Typically 2 years, up to 10 years (shorter/longer by articles) | No statutory term requirement (per articles) |
| Annual general meeting | At least once per year | No statutory obligation (member resolutions are used) |
| Conversion | Can convert to a GK | Can convert to a KK |
| Registration license tax (incorporation) | 0.7% of capital, minimum ¥150,000 | 0.7% of capital, minimum ¥60,000 |
| Pros | Strong name recognition and external credibility · Easier equity financing (shares/options, etc.) | Lower setup cost and flexible governance · Tax treatment is generally similar to a KK |
| Cons | Higher setup/maintenance cost and more formal procedures · Ongoing governance (e.g. AGM) required | May be less recognized than a KK · Depending on the articles, unanimity requirements can slow decisions |
In Japanese company law, the entity type most comparable to an "LLC" is Godo Kaisha (GK, 合同会社). Use care not to confuse this with similarly translated terms in other jurisdictions.
Get started · 16
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