Company形態の比較（株式Company・合同Company・合名Company・合資Company）

Detailed explanation of Company形態の比較（株式Company・合同Company・合名Company・合資Company） based on official information from 法務省・法務局. Permanent Residency Application

Published: January 12, 2026

Company Formation and Registration in Japan: A Comprehensive Guide

1. Overview Company formation and registration in Japan is a formal process governed primarily by the Companies Act (Kaisha-hō). Establishing a legally recognized corporate entity, such as a Kabushiki Kaisha (KK - stock company) or a Gōdō Kaisha (GK - limited liability company), provides entrepreneurs and investors with a structured framework for business operations, limited liability protection, and enhanced credibility in the market. The registration process, handled by the Legal Affairs Bureau (Hōmukyoku), is a mandatory step that confers legal personality upon the business, allowing it to enter into contracts, own property, and be subject to taxation. Proper registration is the foundation for all subsequent legal and administrative compliance.

2. Applicable Objects & Scenarios This process applies to any individual or group (domestic or foreign) intending to conduct for-profit business activities within Japan through a formal corporate structure. Key scenarios include:

  • Entrepreneurs launching a new startup.
  • Foreign corporations establishing a subsidiary (e.g., a KK or GK) in Japan.
  • Joint ventures between Japanese and international partners requiring a separate legal entity.
  • Existing sole proprietors (Kojin Jigyo) seeking to incorporate to access funding, limit personal liability, or facilitate business growth.
  • Any business activity that requires a formal corporate identity to sign leases, hire employees, or apply for specific business licenses.

3. Core Conclusions

  • The Kabushiki Kaisha (KK) is the most common and prestigious form, suitable for businesses planning to raise capital from investors, while the Gōdō Kaisha (GK) offers a more flexible and simpler structure, often favored by startups and smaller enterprises.
  • Registration is mandatory and must be completed at the Legal Affairs Bureau with jurisdiction over the company's head office address.
  • The process involves multiple steps beyond just registration with the Legal Affairs Bureau, including company seal (inkan) registration, tax office notifications, and social insurance enrollment.
  • Preparation of legally sound Articles of Incorporation (Teikan) is a critical step that defines the company's governance and rules.
  • Non-compliance or errors in the registration documents can lead to significant delays, rejection of the application, or future legal complications.

4. Procedures & Steps

Step 1: Preparation This is the most crucial phase, involving planning and document drafting.

  1. Decide Company Type & Details: Choose between KK, GK, etc. Determine the company name (ensure it is unique and compliant), head office address, business purpose, fiscal year, and amount of capital.
  2. Prepare Articles of Incorporation (Teikan): This is the company's constitution. It must include the company name, address, business purpose, details of shares (for KK), and other statutory information. For a KK with capital over 1 yen or a corporate founder, the Articles must be notarized by a Japanese Notary Public (Kōshōnin).
  3. Appoint Directors & Statutory Auditor: Decide on the representative director(s) and, if required, a statutory auditor (Kansayaku). Directors must have a resident address in Japan.
  4. Deposit Capital: The founder(s) must deposit the initial capital into a temporary bank account opened in the planned company's name at a Japanese financial institution.
  5. Obtain a Personal Seal Certificate (Jitsuin Shōmeisho): All founders and directors must obtain this official certificate for their registered personal seal (jitsuin) from their local municipal office.
  6. Secure a Physical Office Address: A valid address in Japan (cannot be only a P.O. Box) is required for registration.

Step 2: Application & Submission Submit the complete registration package to the Legal Affairs Bureau.

  1. Prepare Registration Application: The main application form specifies the company details, directors, and capital.
  2. Gather Required Attachments: This includes the notarized Articles of Incorporation (for KK), proof of capital deposit, consent letters from appointed directors/auditors, and a certificate of the representative director's seal (inkan shōmeisho).
  3. Submit to Legal Affairs Bureau: File all documents at the Legal Affairs Bureau corresponding to the company's head office address. Registration fees (stamp revenue) must be paid. Please verify the exact fee amount with the official source as it is based on capital.

Step 3: Review & Confirmation

  1. Examination: The Legal Affairs Bureau examines the application for compliance with the Companies Act. This typically takes approximately 1 to 2 weeks.
  2. Registration & Certification: Upon approval, the company is officially registered in the Commercial Register. You will receive a Certified Copy of the Commercial Register (Tōki Jikō Shōmeisho), which serves as the company's birth certificate.
  3. Post-Registration Obligations (Critical):
    • Company Seal Registration: Register the company's official representative seal (daihyō-in) at the Legal Affairs Bureau.
    • Tax Office Notification: Notify the local Tax Office (Zeimusho) and the Regional Taxation Bureau within one month of incorporation to obtain a Tax ID.
    • Social Insurance & Labor Insurance: Enroll the company and its employees in health/pension (Shakai Hoken) and employment insurance (Koyō Hoken) programs.
    • Municipal Business License: Apply for any required business licenses at the city or ward office.

5. Frequently Asked Questions (FAQ) Q1: What is the minimum capital required to start a company? A: Legally, it can be as low as 1 yen. However, from a practical perspective (visa applications for business managers, credibility with partners and banks), having several million yen (e.g., 5 million yen) is often advisable. Please verify specific requirements for your goals.

Q2: Can I form a company if I don't live in Japan? A: Yes, but you must appoint at least one resident representative director who lives in Japan. Foreign founders can be non-resident shareholders/directors but need a resident agent for legal and administrative processes.

Q3: What is the difference between a KK and a GK? A: A KK has a more formal structure with shareholders, a board of directors, and is ideal for fundraising. A GK has a simpler, more flexible member-managed structure, similar to an LLC, with lower setup costs and less formal governance requirements.

Q4: How long does the entire process take? A: From preparation to receiving the Commercial Register, it can take 4 to 8 weeks, depending on the complexity, notarization schedule, and accuracy of the submitted documents.

Q5: Do I need a lawyer or judicial scrivener (Shiho Shoshi)? A: While not legally mandatory, it is highly recommended, especially for foreign entrepreneurs or complex cases. A Judicial Scrivener is a licensed professional specialized in legal registration procedures and can ensure accuracy and efficiency.

Q6: What ongoing compliance is required after registration? A: This includes filing annual corporate tax returns, submitting an annual report to the Legal Affairs Bureau, renewing business licenses, and maintaining proper accounting records.

6. Risks & Compliance

  • Disclaimer: This guide is for informational purposes only and does not constitute legal advice. Laws and procedures are subject to change.
  • Accuracy of Documents: Any mistake or omission in the registration documents will result in rejection and delay. Double-check all information, especially company name and address.
  • Post-Registration Deadlines: Strict deadlines exist for tax and social insurance notifications. Missing them can result in penalties.
  • Separate Legal Entity: Once incorporated, the company is a separate legal entity. Directors must comply with fiduciary duties under the Companies Act.
  • Visa Considerations: Forming a company does not automatically grant a visa. Separate application through the Immigration Services Agency is required for a Business Manager visa, which has specific capital and business plan requirements.

7. References & Sources

8. Related Topics

  • Setting up a Branch Office of a Foreign Corporation in Japan
  • Japan Business Manager Visa Requirements and Application
  • Corporate Taxation in Japan: An Overview
  • Japan's Social Insurance System for Employers
  • Opening a Corporate Bank Account in Japan
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