Kabushiki Kaisha (KK) - Joint-Stock Corporation Registration Procedure

Japan Kabushiki Kaisha [KK] - Joint-Stock Corporation, Subsidiary Company Registration, Incorporation, Formation, Setting up Procedure, Steps, Guideline, Timeframe

Kabushiki-Kaisha (Joint-Stock Corporation): A Kabushiki Kaisha is commonly abbreviated as KK. It can be registered with a capital of 1(one) yen and only one Investor/Promotor as "Shareholder and Director." A KK is Japan's most widely known and credible type of company structure. Shareholders and Directors can all be non-residents, and a resident of Japan is not mandatory.

Under the amendment to the Companies Act introduced in March 2015, foreign companies or entrepreneurs can establish a Japanese company, Kabushiki-Kaisha(KK)/Joint-Stock Corporation, in Japan without a "Resident of Japan" (Resident Promoter, Director). Only a Japanese address and telephone number are necessary for KK registration/ incorporation and compliance in Japan.

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Basic Flow of Kabushiki Kaisha (KK) - Joint-Stock Corporation 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 KK (Joint-Stock Corporation) to be established. The profile should contain the trade name, location of head office, business objectives, business year, amount of capital, the issue price of shares, the existence of provisions restricting the transfer of shares, the presence of a board of directors, names of directors, and representative directors, terms of directors, names of promoters/investors, and values of their investments, etc.

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

3] Preparing the "Affidavit" for KK registration. And the "Signature Certificates" of Representative Director(MD/CEO) of Promoter company and overseas shareholder(s)/director(s) of KK.

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

5] Preparing the KK's Articles of Association and other documents required for registration.  And endorsement of these documents by promoters and directors vide signature. In the case of Japan resident endorsement vide personal seal.

6] Paid-up Capital: Remittance/Deposit of KK's paid-up capital amount.

7] Notarization of KK's Articles of Association by the Japanese Notary Public. 

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

9] Obtaining KK'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 Kabushiki Kaisha (KK) - Joint-Stock Corporation Registration in Japan.

Japan Joint-Stock Corporation (Kabushiki Kaisha) [KK] Post-Registration Statutory Requirements

Joint-Stock Corporation (Kabushiki Kaisha) [KK] 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 Kabushiki Kaisha (KK) - Joint-Stock Corporation 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 KK 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 Officer(s)."

Individual/Personal Income Tax: The Company must deduct withholding income tax from the salary of staff and local "Director(s)/Executive Officer(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%.

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 Kabushiki-Kaisha(KK)/Joint-Stock Corporation in Japan without a "Resident of Japan" (Resident Promoter, Director).

Time-frame for KK Registration: Depends on the structure of Promoters/Investors, Directors(Executive officers), etc. Upon applying to the 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 KK

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