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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 has commonly abbreviated GK 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 in Japan is not mandatory.
A foreign company or entrepreneurs can establish a Japanese company Godo-Kaisha(GK)/Limited Liability Company(LLC) in Japan without a "Local Resident in Japan" (Resident Promoter, Executive) under the Companies Act introduced in March-2015. Only a Japan address is necessary for a GK registration/ incorporation in Japan.
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 Profile of GK (Limited Liability Company) to be established. The profile should contain trade name, head office location, business objectives, business year, amount of capital, names of Promoters(Members), values of their investments(equity), names of Executives, Representative, etc.
2] Resident in 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 Representative Director(MD/CEO) of 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. And endorsement of the required documents by Promoters and Executives vide signature. In the case of Japan resident endorsement vide 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.
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.
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 Insurances 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 first staff or paying salary to 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 as per the local regulation. Tax-exempt enterprises: Corporation whose taxable sales in a fiscal year are less than 10M yen. The current consumption tax rate is 10%.
Note: A foreign company or entrepreneurs can establish a Japanese company Godo-Kaisha(GK)/Limited Liability Company(LLC) in Japan without a "Local Resident in Japan" (Resident Promoter, Executive) under the amendment in the Companies Act introduced in March-2015.
Time-frame for GK Registration: Depends on the structure of Promoters/Investors(Members), Executives, etc. Upon applying to Legal Affairs Bureau for registration, it takes about 2(two) weeks to obtain a company registration certificate. For further details,please refer to the registration flowchart of GK
Corporate Number (NTA)
Japan Tax (NTA)
My Number (Japan)
Social Insurance (Japan)
Immigration Bureau (Japan)
Japan Visa (MOFA)