TANISHIMA (Gyoseishoshi) Lawyer Group provides professional support to foreigners who wish to establish a company in Japan.
Contents
Regulations on inward direct investment, etc. under the Foreign Exchange Law. 6
Solutions and Services provided by the TANISHIMA Legal Group. 8
Solutions for capital payment for accounts in Japan. 9
(2) Six-month Management Visa Scheme. 9
Account Opening Outsourcing Service. 9
One-Stop Service for Articles of Incorporation and Registration. 10
Related Services for Foreign Company Incorporation. 10
For those who require company incorporation services for foreign nationals. 11
When a foreigner incorporates a company in Japan, different documents and procedures are required from those for Japanese nationals, and specialized knowledge and experience are necessary to ensure that the process proceeds smoothly.
TANISHIMA Lawyer Group provides legal support, representation in the entire process, and other one-stop services so that foreign shareholders, founders, and directors can set up a company with peace of mind.
When a Japanese person incorporates a company, a certificate of seal impression is required for the promoters and officers, but there is no certificate of seal impression for foreigners. Therefore, a foreign document is required. Foreign documents are difficult to prepare many times, and therefore, mistakes cannot be tolerated in these documents.
It is common to prepare and submit a “Certificate of Signature” or “Declaration” in a foreign country as follows
This is a document in which the signature of the individual is attested by a notary public in a foreign country. In most cases, a signature certificate is obtained from the consulate or notary public of the home country as part of the establishment preparation.
This is a document that supplements the contents of the application that are lacking in the signature attestation or other documents. However, it is beneficial to have TANISHIMA Lawyer Group support you in drafting and checking this document. If the document is sent to Japan without a draft or incomplete plan, it may not meet the requirements and may not be accepted by the notary public or the Legal Affairs Bureau.
By deciding on a policy at the meeting, such as whether the home country’s laws and regulations interfere and restrict the content, or whether the content should be strictly determined since some countries allow freely certified documents, TANISHIMA Lawyer Group will draft the document or check it before sending it, and provide advice, thereby avoiding repeated mailings with foreign countries.
When a foreigner incorporates a company as a promoter, payment of the capital is mandatory, but in some cases it may be difficult to make the payment if the foreigner does not have a bank account in Japan.
In addition, as discussed below, if there are restrictions on inward direct investment under the Foreign Exchange and Foreign Trade Control Law, it may be a violation depending on how it is carried out.
Necessity of a Japanese domestic account
When establishing a company in Japan, a domestic bank account is generally required to confirm payment of the capital. However, since it is difficult for a foreigner to open an account in his/her own name, it is necessary to consider procedures for remittance from a foreign bank or the use of a trust company.
When incorporating a company with foreign founders or directors, it is necessary to prepare and attach Japanese translations of signature certificates and declarations in English, Chinese, or other languages.
TANISHIMA Lawyer Group can also provide this translation service.
Documents such as “corporate registration” and “registration certificate/license certificate” are required to prove the existence, location, purpose, etc. of a foreign corporation. These documents are issued by legal organizations such as the Ministry of Justice or Ministry of Commerce in the home country. If the notary checks the documents and determines that they are unclear unless they are submitted as back-data, they usually need to be certified as apostille or notarized.
When a Japanese corporation is established by a home country corporation, or when a foreign corporation establishes a business office, the following documents may be required. Since it is very complicated to submit all of these documents, it is important to meet with TANISHIMA Lawyer Group in advance to determine a policy.
A Quick Guide to the Differences between Incorporation of a Foreign Company and Incorporation of a Japanese Company
The following table compares the incorporation of a foreign company with that of a Japanese company.
Process of Incorporation Normal Japanese Incorporation Foreign Incorporation
Official documents of incorporator Certificate of seal impression Certificate of signature and affidavit are often required.
Account for payment of capital Can be a personal account in Japan If a Japanese bank account or certain account is not available, other alternative means are required.
(e.g., management visa advance or stock transfer scheme can be proposed)
Language support for required documents Japanese is usually required Japanese translations of the contents of signature certificates and declarations in English or native language should be prepared and attached.
Foreign Exchange Law, Regulations on Inward Direct Investment normally not required. There may be a waiting period for establishment, etc., and an investigation is required, and procedures are often necessary to avoid penalties.
(1) Judgment on Notification of Investment, etc. by Nonresidents under the Foreign Exchange and Foreign Trade Control Law
Although it is difficult to notice because there are few Japanese to whom the regulations apply to non-residents, when a person falls under the category of non-resident under the Foreign Exchange and Foreign Trade Control Law, he/she may be subject to ex post and ex ante notifications such as execution reports. This judgment is compared to the risk as to how far to go and whether or not to cover the complex inward direct investment laws and regulations and notifications. Therefore, it is necessary to have a specialized and experienced administrative lawyer to handle the case. Since large law firms often do not handle cases involving small and medium-sized companies, the TANISHIMA Lawyer Group can provide even specialized, experienced administrative lawyer at a low cost.
There may be a waiting period during which the establishment of a company is temporarily prohibited. At TANISHIMA Lawyer Group, we can act on your behalf for a processing fee if the notification is an after-the-fact report.
On the other hand, for advance notification, we usually charge an advisory fee for meetings and progress management, rather than a processing fee. In addition to preparing documents and confirming the schedule for the establishment waiting period, we often give advice on how to respond to questionnaires from various ministries and agencies and how to avoid complicated procedures in the future.
This is a prior notification depending on the type of business. Therefore, there are cases in which the establishment of a company may result in fines or other penalties.
In addition to the establishment, prior notification is also required for the above-mentioned share transfer and exercise of voting rights for a change of directors.
For more information on inward direct investment, please click here: “Establishment of a Japanese Corporation, Acquisition of Shares, etc.: What is Inward Direct Investment under the Foreign Exchange and Foreign Trade Control Law?
Comprehensive one-stop service content
TANISHIMA Lawyer Group provides full support for the procedures necessary for foreigners to establish a company in Japan. For example, in addition to the documentation specific to foreign nationals and foreign corporations mentioned above, we can advise on various measures to support the payment of capital in Japan.
In particular, we can provide services to meet various needs, including procedures specific to foreigners, such as management and working visas, signature certification, and translation and certification procedures for required documents.
We also provide agency services for various post-establishment notifications, business licenses and approvals, and necessary management visas and work visas.
Common services for foreign company incorporation
For the following, we will present you with a plan at the beginning and agree on the remuneration in advance. For your peace of mind, we will clearly state in writing that there are no additional fees.
Application agency services including preparation and certification of articles of incorporation
Signature certification, affidavit consulting, document preparation, or agency services
Services to resolve difficult circumstances of capital payment
Drafting of draft affidavits for foreign documents
Translation services for English, Chinese and other languages
Company incorporation registration application service to the Legal Affairs Bureau (in cooperation with judicial scriveners)
We have many examples of solutions based on the following proposals.
If you can prepare a partner among the promoters who is a resident of Japan, you can use his/her account. Even if you want to become the sole shareholder by subscribing all the shares, you can establish the company by concluding a share transfer agreement with risk hedging in advance.
After the company is established, it is possible to become a sole shareholder by means of a share transfer.
There is a scheme that allows a company to obtain a “management visa” or other visa in advance of the incorporation of the company. For example, in the case of Tokyo, it is possible to apply for a 6-month visa on short notice, and if approved, to open a personal account. If you have a residence card, most banks will allow you to open a personal account.
For a 6-month business visa, we often use “special zones for foreign business start-ups” in Tokyo and other cities.
For Japanese corporations that have difficulty opening an account, we also offer an account opening outsourcing service after establishment. This is an outsourcing service that is handled under instructions from the client.
TANISHIMA Lawyer Group collaborates with judicial scriveners, and registration can also be applied online. Even if a judicial scrivener office does not provide multilingual support, we can provide smooth application by linking foreign-language documents and other documents.
We can introduce tax accountants, labor and social security attorneys, other specialized administrative scriveners, lawyers, and other reliable professionals to our clients who have established their companies with us.
The following are related services, some of which may take up to 6 months if not proceeded with at the same time, including management visa, etc.
Services on behalf of management visa and other foreigner visa procedures
Agency services for business licenses and permits (construction business permits, etc.)
When a foreigner establishes a company in Japan, unlike Japanese nationals, there are many documents and procedures that vary in content depending on the country, promoter/officer, foreign documents, etc.
At TANISHIMA Lawyer Group, our experienced administrative scriveners support foreigners in establishing a company and help them smoothly complete the incorporation procedures.
Please feel free to contact us for consultation and quotation.
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