Branch office
- Prior notification to the Bank of Japan for branch office establishment, depending on the industry category
- Determination of branch office details to be registered
- Verification of identical corporate names at the Legal Affairs Bureau
- Establishment of the branch office (the establishment date is at the branch office’s discretion)
- Preparation of an affidavit for the branch office establishment
- Certification of the affidavit by a notary public in the foreign company’s home country or by an embassy/consulate in Japan
- Application for branch office registration and company seal registration at the Legal Affairs Bureau
- Obtaining a certificate of registered information and company seal impression certificate
- Opening a bank account under the branch office’s name
Joint-stock corporation
- Determination of the profile for the joint-stock corporation to be established
- Verification of identical corporate names at the Legal Affairs Bureau
- Preparation of the joint-stock corporation’s Articles of Incorporation
- Obtaining registration certificates and preparing affidavits regarding the profile and signatures of the parent company’s representatives
- Notarization of the joint-stock corporation’s Articles of Incorporation by a Japanese notary
- Application to the bank for capital custody and issuance of a capital custody certificate (in the case of incorporation through an outside offering)
- Remittance of the joint-stock corporation’s capital to the incorporator’s, representative director’s, or director’s account at incorporation
- Remittance of the joint-stock corporation’s capital to a special bank account (in the case of incorporation through an outside offering)
- Appointment of directors and other officers, such as representative directors and auditors
- Examination of the legality of establishment procedures by directors and auditors
- Application for the joint-stock corporation’s establishment registration and company seal registration at the Legal Affairs Bureau (the official establishment date of the joint-stock corporation)
- Acquisition of the certificate of registered information and company seal impression certificate (typically available within two weeks after four days from the registration application)
- Opening a bank account under the company’s name
- Notification to the Bank of Japan regarding stock acquisition (advance notification may be required in certain industries)
LLC
- Determination of the profile for the LLC (Godo-Kaisha) to be established
- Verification of identical corporate names at the Legal Affairs Bureau
- Certification of equity participants (outside Japan):
- Obtaining registration certificates for companies that will become equity participants
- Preparing affidavits regarding the profiles of companies and signatures of representatives, attested by a public notary in the equity participants’ home countries
- Certification of equity participants (in Japan):
- Obtaining registration certificates for companies that will become equity participants
- Obtaining seal certificates for individuals/companies that will become equity participants
- Preparation of the LLC’s Articles of Incorporation
- Payment of investment by members, as stipulated in the Articles of Incorporation, to members’ bank accounts
- Application for the registration of the LLC’s establishment and registration of the company seal at the Legal Affairs Bureau (official establishment date of the Godo-Kaisha)
- Acquisition of the certificate of registered information and company seal impression certificate (typically available within two weeks after four days from the registration application)
- Opening of a bank account under the company’s name
- Notification of stock acquisition to the Bank of Japan (advance notification may be required in certain industries)