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Japan Godo Kaisha (GK Co), Limited Liability Company(LLC) Registration, Incorporation, Formation. Setting up a Godo Kaisha (GK Co) in Japan. Opening up a legal entity (GK Co)/LLC and business presence in Japan.
A Godo Kaisha, commonly abbreviated GK, is defined under the “Companies Act of Japan.” GK is a comparatively new type of company introduced in the Companies Act of Japan” in May-2006. GK is similar to the UK’s private limited company (Ltd) or the American limited liability company (LLC).
A Godo Kaisha can be registered in the English alphabet, i.e., ABC Consulting “合同会社” (“Godo Kaisha”) must be registered in the Japanese kanji characters. Promoters/Investors in GK are called “Members” (社員, shain), and each member provides a capital/equity contribution. Members(investors) of a GK have limited liability, similar to a Kabushiki Kaisha(KK) shareholders. Each member’s liability to the company is limited to the amount they have invested.
Godo Kaisha (GK Co) Registration: An individual and or a company can incorporate a GK. A foreign entrepreneur or a corporation can register a Godo Kaisha (GK Co) in Japan without a “Local Resident in Japan” under the amendment in the Companies Act introduced in March-2015.
The tax structure is the same for GK Co and other legal entities in Japan, such as KK Co. On the other hand, a GK is a company with considerable flexibility concerning decision-making methods for operations, management, distribution of profits, and other related matters.
Note: "No Local Resident in Japan" is required to register a Godo Kaisha (GK Co) in Japan under the amendment in the Companies Act introduced in March-2015. Only a Japan address is necessary for a GK registration/ incorporation in Japan.
Promoters/Investors: All Members(Promoters/Investors) in GK are “Representatives of the Company” by default unless Executive Manager has been appointed. The Members in GK may choose one or more Executive Manager(gyōmu shikkō shain [業務執行社員]) from among their ranks. The Executive Manager (gyōmu shikkō shain) can be either an Individual or a Corporation. However, in the case of “Corporate Executive Managers,” it must appoint at least one functional manager (shokumu shikkō sha[職務執行者]) to perform the actual management duties. The legal duties of GK Co Executive Managers are similar to the duties of KK Co Directors.
The American companies also prefer a GK Co in the form of a subsidiary company in Japan by the Check-the-box Regulation under the U.S. tax law. They can enjoy a pass-through treatment concerning the GK’s profits and losses under U.S. taxation.
A Godo Kaisha (GK Co) in Japan can convert to a Kabushiki Kaisha (KK Co) with the unanimous consent of all of its members.
The features of Godo Kaisha (GK Co) at a glance:
Time-frame for registration: Depends on the structure of promoters/investors, executive managers/officers, etc. Upon applying to Legal Affairs Bureau for registration, it takes about 2(two) weeks to obtain a company registration certificate.
Godo Kaisha (GK Co) registration procedures, steps, flowchart, and incorporation timeframe: please refer to the registration flowchart of GK Co