Subsidiary Company Registration in Japan

Subsidiary Company Registration, Incorporation, Formation. Setting up of a Kabushiki-Kaisha [KK] (Joint Stock Company), Godo-Kaisha [GK] (Limited Liability Company) [LLC] in Japan. Opening up a legal entity and business presence in Japan.

A foreign company willing to establish a subsidiary company in Japan may choose from the following options:

• Kabushiki-Kaisha [KK] (Joint-stock Corporation) {Kabushiki Joto Seigen Kaisha – (If No Committee is Established)}
• Godo-Kaisha [GK] Limited Liability Company (LLC) or similar entity stipulated by Japan's Companies Act.

Under the Companies Act, there are also formats such as unlimited partnerships (Gomei-Kaisha) and limited partnerships (Goshi-Kaisha). Still, these are rarely chosen in practice because equity participants are burdened with complete(unlimited) rather than limited liability. 

A subsidiary is a separate legal entity from the foreign parent company. Therefore, a foreign company will bear the liability of an equity participant stipulated by law for all debts and credits generated by the subsidiary company's activities. The minimum requirement for establishing a subsidiary co in Japan is to have a local physical address (not a PO Box) and a telephone number for compliance. Resident in Japan is not mandatory. Both shareholders and directors can be non-residents. 

Japan "One-Stop Solution" "Since 1993"

Note: "Resident of Japan" has not been a mandatory requirement for registering a "Subsidiary Company" since the amendment of the Companies Act introduced in March 2015.

A foreign company can establish a Japanese Subsidiary Company in the form of Godo-Kaisha(GK) or Kabushiki-Kaisha(KK)] in Japan without a " Resident of Japan"(Promoter/Director) under the amendment in the Companies Act introduced in March 2015.

For further information, please contact us by mail. 

Japan Subsidiary Company (Kabushiki-Kaisha [KK], Godo-Kaisha [GK]) Incorporation Services

The features of Kabushiki-Kaisha [KK] (Joint Stock Company) and Godo-Kaisha [GK] Limited Liability Company (LLC) at a glance:

• Capital:  1(one) yen or more. [Establishment with zero yen capital is theoretically possible, but in practice, it is impossible to incorporate without paying the capital amount]
• Investors: 1(one) or more
• Corporation as an Investor: Possible (the process of registration is lengthy)
• Liability of Investors: Limited to the amount of investment/equity participation.
• Directors / Executive officers: 1(one) or more (In case of a GK. Co. in principle, all members are executive officers, but maybe stipulated otherwise in “Articles of Association”)
• Legally stipulated term of office of Directors / Executive officers: In KK (with capital less than 500 million and without committee [Kabushiki Joto Seigen Kaisha]) 2 years in principle and extend-able up to 10 years. In the case of GK no legally stipulated term.
• Transfer of share/equity: In the case of KK, it can be transferred freely in principle unless it is stipulated in “Articles of Association” that it requires the board of directors' approval. In the case of a GK, unanimous consent of members (equity holders) is required.
• Resident of Japan: Effective March 2015, the Japanese government has allowed foreign companies to register a subsidiary / local company without a resident of Japan.
• Registered Office: A local address in Japan is required. (physical address and not a P.O. Box); and a telephone number for compliance.
• Co. Secretary: Not required 
• Yearly Auditing of accounts: Not mandatory 

Time-frame for registration: For the procedure, please refer to the registration flowchart of Kabushiki-Kaisha [KK] and Godo-Kaisha [GK]. Upon applying to Legal Affairs Bureau for registration, it takes about 2(two) weeks to obtain the registration certificate.

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

For further information, please contact us by mail.