Godo Kaisha (GK Co) Registration

Japan Godo Kaisha (GK Co), Japanese 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 having a 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 Kabushiki Kaisha(KK) shareholders. Each member’s liability to the company is limited to the amount they have invested.

Godo Kaisha (GK) Registration: An individual and/or a company can incorporate a GK. A foreign entrepreneur or a corporation can register a Godo Kaisha (GK) in Japan without a “Resident of Japan” under the amendment in the Companies Act introduced in March 2015.

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GK registration without Japan Resident

The tax structure is similar for GK and other legal entities in Japan, such as KK. On the other hand, GK is a company with considerable flexibility concerning decision-making methods for operations, management, profit distribution, and related issues.

Under the amendment to the Companies Act introduced in March 2015, a "Resident of Japan" is not mandatory to register a Godo Kaisha (GK) in Japan. Only a Japanese address and telephone number are necessary for GK registration/incorporation and compliance in Japan.

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Promoters/Investors: All Members(Promoters/Investors) in GK are “Representatives of the Company” by default unless the Executive Manager has been appointed. The Members of GK may choose one or more Executive Managers (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 individual as functional manager (shokumu shikkō sha[職務執行者]) to perform the actual management duties. The legal obligations of GK Company Executive Managers are similar to the responsibilities of KK Company Directors.

American companies prefer to have a GK as a subsidiary company in Japan under the Check-the-box Regulation under U.S. tax law. They can enjoy pass-through treatment concerning the GK’s profits and losses under U.S. taxation.

A Godo Kaisha (GK) in Japan can convert to a Kabushiki Kaisha (KK) with the unanimous consent of all of its members.

The features of Godo Kaisha (GK)/Limited Liability Company(LLC) at a glance:

Capital: 1(one) yen or more
Members(Promoters/Investors): 1(one) or more
Corporation as a Member: Possible
Liability of Member: Limited to the amount of investment/equity participation
Executive Manager(Director): 1(one) or more. In principle, all Members are Executive Managers, but may be stipulated otherwise in the "Articles of Association/Incorporation." The Executive Manager (gyōmu shikkō shain) can be either an Individual or a Corporation. In the case of the Corporation, it must appoint at least one individual as a functional manager (shokumu shikkō sha) to perform the actual management duties. The role is similar to the responsibilities of Directors in KK.
Legally stipulated term of office of Executive Manager: No legally defined term
Transfer of equity(share): Unanimous consent of members (equity holders) is required
Resident of Japan: Under the amendment to the Companies Act introduced in March 2015, a foreign entrepreneur or a corporation can register a Godo Kaisha (GK) in Japan without a "Resident of Japan."
Registered Office: A local address in Japan is required (physical address and not a PO Box)
Company Secretary: Not required
Yearly Tax Return Filing: Mandatory
Yearly Auditing of Accounts: Not Required

Time-frame for registration: It depends on the structure of promoters/investors, executive managers/officers, etc. Upon applying to the Legal Affairs Bureau for registration, obtaining a company registration certificate takes about 2(two) weeks.

Godo Kaisha (GK) registration procedures, steps, flowchart, and incorporation timeframe: please refer to the registration flowchart of GK

Godo Kaisha (GK) verses Kabushiki-Kaiska (KK) - Comparison At a Glance

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