Much has been written about the types of companies one can incorporate in Japan, the kabushiki kaisha, the godo kaisha, and the bureaucratic processes involved in incorporating a company. While there are a lot of useful factual sources, there seems to be less information available relating to actual task level details. Here is just a sampling of some of the things you will need to do. (This is intended just as general reference and actual required documents may vary from case to case. Please consult with a specialist if you are unsure).
The Articles of Incorporation (“teikan” in Japanese)
Perhaps the single most important document that you will need to create are the Articles of Incorporation of the company. This is the document that specifies the rules of the company. It is essential for this document to comply with the Companies Act of Japan and should be written to protect the business but also offer certain operational flexibility.
But what actually is written in the Articles of Incorporation? To begin, basic matters such as the official name of the company, its business purpose and location of the head office are described. The Business Purpose may be written in a format something similar to the following.
Article 2 (Purpose)
The purpose of the Company shall be to engage in the following business:
1. Wholesale of pulp and paper products, materials and equipment used for production/printing of paper;
2. Import and export of pulp and paper products, materials and equipment used for production/printing of paper; and
3. Other businesses incidental or related to each of the above.
Subsequent sections will cover items such as the Total Number of Shares Authorized to be Issued, the rules for the Convocation of General Meetings of Shareholders, Method of Adopting Resolutions, Number of and Method of Selecting Directors, Term of Office of company directors, rules regarding Dividends from Retained Earnings and other governance matters.
Full English language support incorporation consulting
Many professionals offer Articles of Incorporation drafting services, but only in Japanese. As a legal document, the Japanese used can be somewhat difficult to understand, but at the same time not understanding the details of a document as important to the company as the Articles of Incorporation can be a cause of compliance issues down the road.
The above image is the entrance way to Shinonome Group, a legal services firm in Tokyo that has been incorporating companies in Japan for over 35 years as part of its ongoing campaign to assist non-Japanese with their business goals in Japan, includes English translations of all incorporation documents including the Articles of Incorporation. They work with their clients in deciding these matters while ensuring compliance with Japanese regulations.
When setting up a kabushiki kaisha the Articles of Incorporation must also be notarized by a Japanese public notary before the company can be incorporated. As the promoter of your company you will need to also submit your Personal Registered Seal Certificate (inkan shomeisho) or if you are a non-resident of Japan, you can use a notarized Signature Certificate instead of the Registered Seal Certificate. You will also need to create a set of company seals. A typical set of company seals will include three seals which you will use when stamping contracts, opening company bank accounts etc. Your company seal must be formally registered with the authorities and is a necessary part of incorporation process.
In addition, there are numerous other forms that need to be submitted, including proof of capital contributions, promoter resolutions and others. Shinonome Group includes all of the above as part of their incorporation package and is now offering reduced incorporation fees to new clients looking to set up.
If you are interested in finding out more, contact Shinonome Group here.
