Godo Kaisha (GK) - Limited Liability Company (LLC) Registration Procedure

Japan Limited Liability Company(LLC) - Godo Kaisha [GK] (Subsidiary Co) Registration, Incorporation, Formation, Setting up Procedure, Step-by-Step Guideline, Timeframe

Godo-Kaisha (GK)/Limited Liability Company(LLC): A Godo Kaisha, commonly abbreviated GK, was 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). GK can be registered with a capital of 1(one) yen and with only one Investor/Promotor(Member) as "Shareholder and Executive." Promoters and Executives can all be non-residents, and a resident of Japan is not mandatory.

Under the Companies Act introduced in March 2015, foreign companies or entrepreneurs can establish a Japanese company, Godo-Kaisha(GK)/Limited Liability Company(LLC), in Japan without a "Resident of Japan" (Resident Promoter, Executive). Only a Japanese address and telephone number are required for GK registration/incorporation and compliance in Japan.

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Basic Flow of Godo Kaisha (GK) - Limited Liability Company(LLC) Registration Step-by-Step Guideline and Procedure for Corporate Shareholding.

For Individual shareholding, the procedure is almost similar except that the Affidavit, etc., is not required.

1] Determination of the Profile of GK (Limited Liability Company) to be established. The profile should contain the trade name, head office location, business objectives, business year, amount of capital, names of Promoters(Members), values of their investments(equity), names of Executives, representatives, etc.

2] Resident of Japan (Optional) - Obtaining Personal Seal Certificates two originals (issued within three months) of the Executive/Promoter(Member).  

3] Preparing the "Affidavit" for GK registration. And the "Signature Certificates" of the Representative Director(MD/CEO) of the Promoter(Member) company and overseas Promoter(Member)/Executive of GK.

4] Attestation of the Affidavit and Signature Certificates at a notary public office in the home country of the promoter. 

5] Preparing the GK's Articles of Association and other documents required for registration.  Promoters and executives endorse the required documents via signature. In the case of Japan, resident endorsement is via personal seal.

6] Capital: Remittance/Deposit of GK's capital amount.

7] Attestation of GK's Articles of Association by Licensed Company Incorporation Attorney (Japanese notary public notarization is not required). 

8] Application to Legal Affairs Bureau for GK and Company seal(s)[stamp] registration.

9] Obtaining GK's "Company Registration Certificate and Seal Registration Certificate(s)" from Legal Affairs Bureau (Approx. Within two weeks after application for registration).

Completion of Incorporation of Godo Kaisha (GK) - Limited Liability Company(LLC) Registration in Japan.

Japan Limited Liability Company(LLC) - (Godo Kaisha) [GK] Post-Registration Statutory Requirements

Limited Liability Company(LLC) - Godo Kaisha [GK] Post-Incorporation Mandatory Procedures in Japan   

1] Mandatory Notification to the Bank of Japan.

2] Mandatory Notification to National and Local Tax authorities.

Completion of Post Incorporation of Godo Kaisha (GK) - Limited Liability Company(LLC) Mandatory Procedures(requirements) in Japan.

Company Incorporation [Business and legal-entity establishment in Japan]

Please note the followings:

Opening a Corporate Bank Account in Japan - Futsu Koza - Ordinary Account. The new GK can apply for a company bank account with a local bank upon completing the above procedures. The screening process and procedure vary from bank to bank, and the decision is at the bank's discretion.

Japan's social security system: Generally, Health, Nursing Care, and Employees' Pension Insurance are referred to collectively as "Social Insurance." Workers' Accident Compensation Insurance and Employment Insurance are known collectively as "Labor Insurance." The Company must enter "Social Security" systems at the time of hiring the first staff or paying the salary to the resident "Executive Manager."

Individual/Personal Income Tax: The Company must deduct withholding income tax from the salary of staff and local "Executive(s)" and follow the procedure as per local regulation, including making payments (mandatory requirement).

Corporate Annual Tax Return and Tax Payment: The Company must file an annual tax return for corporate tax, corporate inhabitant tax, and enterprise tax on their income within two months from the day following each financial year's last day (mandatory requirement).

Consumption tax(VAT): Self-assessment and payment are as per the local regulations. Tax-exempt enterprises are corporations whose taxable sales in a fiscal year are less than 10M yen. The current consumption tax rate is 10%.

 Qualified Invoice Issuer: Businesses willing to be registered as registered Entities (Qualified Invoice Issuers) must apply to the relevant tax office. Once applied, the tax office issues a Registration Number, which is a “T+13-Digit Corporate Number.”

Note: Under the amendment to the Companies Act introduced in March 2015, a foreign company or entrepreneurs can establish a Japanese company, Godo-Kaisha(GK)/Limited Liability Company(LLC) in Japan without a "Resident of Japan" (Resident Promoter, Executive).

Time-frame for GK Registration: Depends on the structure of Promoters/Investors(Members), Executives, etc. Upon applying to the Legal Affairs Bureau for registration, obtaining a company registration certificate takes about 2(two) weeks.. For further details, please refer to the registration flowchart of GK

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