Establishment of a limited liability company (Godo-gaisya)

The establishment of a limited liability company (Godo-gaisya) is almost same as the establishment of a joint stock company(Kabushiki-gaisya).

The first thing which you have to do is to determine the information about the company.

What you have to decide

1. Company name

Hiragana, Katakana, Kanji and Alphabet can be used.

Put “Godo-gaisha” before or after the company name.

(Example: Godo-gaisha ABC or ABC Godo-gaisha)

You can choose 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 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. Responsible person

In the case of establishment of a joint-stock company(Kabusiki-gaisya), the promoters and investors are involved, but in a limited liability company(Godo-gaisya), the responsible persons is involved.

We call the responsible person of a limited liability company(Godo-gaisya) as “Syain” in Japanese.

The word “Syain” in Japanese also means “employee”.

However, “Syain” of a limited liability company are those who contribute capital and participate in the management of the company.

One or more people are required.

If there is more than one responsible person “Syain”, one of them may be the representative employee.

What you have to do 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

Business Manager-Join an existing company as an officer.

If you will be joining a company that already exists in Japan as a director, you will apply for the status of residence “Business Manager”.

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”.

“Business Manager” is granted to foreign nationals who are substantially involved in the management of a business.

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 the company rents it or owns 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.

Requirement 2: The size of the business

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

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

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

C:On the same scale as A,B.

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 \5,000,000-.

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.

Requirement 3. Stability and continuity

If the business becomes unsustainable or difficult to realize, it will not be permitted.

If you are an existing business, your financial situation is important.

If the business is continuously insolvent, it is considered to be unstable and unsustainable.

If your company is in this financial situation, you should create a future business and financing plan to present stability and continuity in the future.

The stability and continuity of the business is very important.

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

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.

Procedures for Establishing a Joint Stock Company(Kabusiki-gaisya)

Here we will discuss the flow of the procedure for establishing a company.

1.Preparation of Articles of Incorporation
Articles of Incorporation are the information and rules of a company.

In addition to the company’s name and business purpose, it should state what is required by law, such as whether the company issues stock certificates and whether it has a board of directors.

Once the articles of incorporation have been drawn up, they will be certified at the notary public office that has jurisdiction over the location of the company.

The articles of incorporation must be written in Japanese.
2. Payment of investments
At this stage, the company has not been established, so you cannot open a bank account for the company. (You can’t create a corporate account until the formation is complete.)

Therefore, the investor will transfer the money into the promoter’s personal bank account. If the investor and the promoter are the same person, two personal accounts are required for that person.

You have to transfer money from a different account. You must not deposit directly.
The name of the person who transferred the money should be displayed.

If you are overseas and want to set up a company in Japan, you need to get a collaborator in Japan.
You transfer money from abroad to your collaborator’s account.
As long as the collaborator has a bank account in Japan, he or she can be a foreigner.
3. Establishment registration
Submit the documents to the Legal Department that has jurisdiction over the location of the company and pay the registration and pay the license tax.

If there are any mistakes in your documents, you will be contacted by the Legal Department to correct them.
You must go and fix it, if you are contacted !
The registration procedure will NOT be completed until you correct all mistakes.

The registration of the establishment of a joint-stock company(Kabushiki-gaisya) will be completed in about one week after submission !

Click here for information on procedures after the establishment of a company.

Is it possible for a foreigner to establish a joint stock company (Kabushiki-gaisya) by himself?

It is possible to establish it by yourself, if you can write, read and speak Japanese.

You have to fill out the documents in Japanese and contact the relevant authorities in Japanese.

In addition, if you are living overseas, you will have to come to Japan to complete the procedures, which can be very burdensome, such as schedule adjustments, travel expenses, and obtaining a visa.

In Japan, you can’t do it online, you have to go to the counter in person.

We are professional and will take care of all of these procedures on your behalf if you ask us to.

If you want to set up a company in Japan, it is recommended that you hire a professional.

We are also available in English.

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