Archives May 2020

If you want to establish a joint-stock company, the first thing to do is to determine the information about the following companies

What you have to decide

1. Company name

Hiragana, Katakana, Kanji and Alphabet can be used.

Put “Kabushiki-gaisya” before or after the company name.

Example: ABC Kabusiki-gaisya, or Kabusiki-gaisya ABC

You can give it any name you want, but keep the following in mind.

・If there is already a company with the same name in the same location, you cannot use that name.

・Names that have been registered as trademarks cannot be used.

・You cannot use the same name as a famous company or a name that could be misunderstood as a group company.

2. Business Purpose

Decide what kind of business you want to run.

You can only do business as a corporation to the extent that you have decided to do so.

Therefore, you should include not only the business you actually do, but also the business you want to do in the future.

The purpose of the business must be clear, commercial and legal.

Some businesses require permits and licenses.

When applying for a permit, the business purpose may be checked to see if it contains the defined wording.

Think carefully about what kind of business you want to conduct and decide.

3. Head office location.

Determine the location of your company.

A different location than the actual place of business is fine.

If you want to apply for the status of residence “Business Manager”, you should rent or buy an office that is different from your home and make it your head office.

4. Paid-in Capital

\1 or more required.

However, if you want to apply for the status of residence “Business Manager”, it is better to invest more than \5,000,000-.

5. Fiscal year

Decide when to set the fiscal year end.

As long as it’s 12 months, you can decide when you want to do it.

In Japan, the most common fiscal year is from April to March of the following year.

6. Promoter

An investor.

After the company is established, the investors become shareholders.

More than one person is required.

7. Officers

The same person as the promoter may be a board member, at least one person is required.

If there is more than one officer, one of them may be the representative director.

What you have to prepare

Preparation of the company’s seal

If you want to establish a company in Japan, you need to make a seal with the company’s name on it.

The seal that you must have is a corporate seal.

It is also required at the time of registration.

Once you’ve decided on a company name and made sure that you can use that name, it’s time to order a seal.

There is a fixed pattern for the placement and wording of the letters, so make sure to follow it.

Other necessary items

・Those who are already staying in Japan with a status of residence : Personal seal certificate

・Those who do not have a status of residence in Japan : Signature certificate issued by the government.

This section explains how to obtain “Business Management”, which is granted to foreign nationals who establish a company in Japan and effectively manage the company by assuming the position of representative director.

If you have already obtained a status of residence in Japan, please check your current status first.

If you have the following residency status, you don’t have to change your status.

• Permanent Resident
• Spouse or Child of Japanese National
• Spouse or Child of Permanent Resident
• Long Term Resident

In addition, if you have acquired a status of residence as an “Highly Skilled Professional,” you do not have to change your status of residence depending on the nature of your business.

If you have any other status of residence, you will need to change your status to “Business Manager”.

Requirement 1: You have an office in Japan that is separate from your home.

It is necessary to secure an office separate from your home.

It doesn’t matter if you rent it or own it.

However, if it is a single-family dwelling and there is a perfect distinction between office and living space (office on the first floor, living space on the second floor, etc.), the same building is acceptable.

This office refers to the place where the business is actually conducted.

Therefore, the office needs to be equipped with the necessary equipment for the business, such as a telephone and a computer.

Please note that a “virtual office” is not allowed because it is not a place where you actually do business.

If you’re currently abroad, how do you sign a lease?

You can apply “Business Manager” with a period of stay in 3 months.

After completed the certification of the articles of incorporation for the establishment of the company, then you will be able to apply for a period of stay in 3 months.

If this is granted, you can come to Japan and sign a lease during this period.

Even if you are a foreigner, if your period of stay is more than 3 months, you can be registered as a resident and get a certificate of residence.

If you can obtain a certificate of residence, you can also open a bank account. (Some banks may not be able to open one.)

Requirement 2: The size of the business falls under one of the following A-C.

A: The company employs two or more full-time staff members.

This is a full-time position, so part-time employment is not acceptable.

In addition, when hiring foreign staff, depending on the type of status of residence, some of them may not be recognized as full-time staff, which is a requirement for obtaining business management.

B: The amount of capital and the total amount of contribution is 5 million yen or more.

A company’s capital or investment must be at least 5 million yen.

If you want to start your own business, you need to invest at least 5 million yen in capital to establish a company.

They are also asked how they managed to raise this 5 million yen.

A business management visa is effectively granted to a foreigner who “runs a business”.

Therefore, it is also necessary to consider how involved the applicant is in starting the business, such as the percentage of shares held by the applicant.

C: It is on the same scale as A and B.

For example, if you start a business as a sole proprietorship, it is considered the same as long as you invest more than 5 million yen to start the business.

If you are planing to start a restaurant, you must have spent more than 5 million on kitchen equipment and fixtures.

Requirement 3: Appropriateness, stability and continuity of the business

In order to obtain “business management”, the business must be appropriate and must be recognized as stable and continuous.

A: Adequacy

As long as the business is legally conducted in Japan, there are no restrictions on the content of the business.

If your business requires a permit from the government, you must obtain a permit.

In addition, if you hire employees, you are required to join labor and social insurance.

b: Stability and continuity

It will not be permitted if the business becomes unsustainable or is considered difficult to realize.

However, if you’re starting a new business, you never know what the outcome will be.

Therefore, you have to prepare a business plan to get the immigration officer to approve the stability and continuity of the business.

(At the time of application, you must submit the documents written in Japanese.)

The stability and continuity of the business is very important.

There is a fixed period of stay for status of residence “Business Manager”.

You have to get your renewal in by the deadline.

At the time of renewal, the company’s financial status will also be reviewed, and if you continue to be insolvent, you may not be able to renew.

There are multiple forms of companies in Japan.

When setting up a company for your business, it is common to choose a joint stock company(Kabushiki-gaisya) or a limited liability company(Godo-gaisya).

You can also start your own business as a sole proprietorship without setting up a company. However, if you need a visa, it is better to set up a joint stock company or a joint-stock company.

If a foreigner wants to start a business in Japan, it is not necessary to find a Japanese collaborator.

Only one foreigner can be an investor and set up a company.

What’s the difference between a joint stock company(Kabushiki-gaisya) and a limited liability company(Godo-gaisya)?

A joint stock company(Kabushiki-gaisya) and a limited liability company(Godo-gaisya) are both limited liability companies and must be registered.

It’s also the same treatment in taxes and in employment.

There is no major difference between a joint-stock company(Kabishiki-gaisya) and a limited liability company (Godo-gaisya) in the establishment procedure except for the cost, but there is a difference in the management of the company.

They differ in the following ways

• Profit sharing
• Role of the investor
• Whether the company can be listed or not
• Fees required for establishment (certification and registration)
• Term of office of officers
• Creditworthiness in Japan

Think carefully about what kind of business you’re going to do and who you’re going to be doing business with.

Profit sharing

In a joint stock company(Kabushiki-gaisya), the investors become shareholders, and profits are distributed according to the percentage of investment.

In a limited liability company(Godo-gaisya) , on the other hand, it is not a percentage of the company’s investment, but rather a decision freely made by the employees who are the investors.

However, as profits grow, there is a possibility that there will be a dispute over profit sharing.

Role of the investor

In a joint-stock company(Kabushiki-gaisya), the investors become shareholders after the establishment of the company.

The investor does not automatically become an officer involved in the management of the company.

In a limited liability company(Godo-gaisya), the investors become responsible person and participate in the management of the company.

Whether the company can be listed or not

A joint-stock company(Kabushiki-gaisya) can be listed.

On the other hand, a limited liability company(Godo-gaisya) can NOT be listed.

Fees required for establishment(certification and registration)

A joint-stock company(Kabushiki-gaisya)
Certificate of Incorporation	\50,000-
Registration and License tax	\150,000~
A limited liability company(Godo-gaisya)
Certificate of Incorporation	No certification required
Registration and License tax	\60,000-

Term of office of officers

In the case of a joint stock company(Kabishiki-gaisya), the term of office of the officers is between 2 and 10 years.

You can choose a term of office between 2 and 10 years.

If you want to continue as an officer after the end of your term of office, you will have to register again.

A limited liability company(Godo-gaisya), on the other hand, does not have to set the term of office of its officers.

Creditworthiness in Japan

If you are in the business of doing business between companies, a joint stock company(Kabushiki-gaisya) is more likely to be trusted.

In Japan, a joint stock company(Kabushiki-gaisya) is still more credible in BtoB business.

If your business is aimed at the general public, a limited liability company(Godo-gaisya) would also be a good choice.

For financing, neither form of financing is different, as it is judged by previous performance and business plan.

There is no major difference between a joint-stock company(Kabishiki-gaisya) and a limited liability company (Godo-gaisya) in the establishment procedure except for the cost, but there is a difference in the management of the company.

Think carefully about what kind of business you’re going to do and who you’re going to be doing business with.