To establish a company in Japan, foreigners must secure separate locations for the business owner's residence and the company's address. SmileHome provides comprehensive support to ensure a smooth relocation process. Please feel free to consult with us.
Table of Contents
- 1. Foreigners can establish a company using almost the same methods and procedures as Japanese nationals.
- 2. If a foreigner manages a company, he/she will need a status of residence (visa.)
- 3. Summarized the conditions for obtaining a status of residence that allows you to manage a company.
- 4. The following items are required for foreigners to establish a company.
- 5. Six Steps for Foreigners to Establish a Company
- 6. Costs Required for Foreigners to Establish a Company
- 7. Frequently Asked Questions When Foreigners Establish a Company
1. Foreigners can establish a company using almost the same methods and procedures as Japanese nationals.
There are certain conditions unique to foreigners when submitting documents, etc., but as long as you follow those points, the procedure itself is not much different from when a Japanese person establishes a company.
There are also no particular restrictions on the businesses that can be started, as long as they are illegal under Japanese laws (e.g. no drug sales, no prostitution, etc.).
However, even if there is no problem with establishing a company, you must pay attention to your status of residence when engaging in management activities after establishment.
2. If a foreigner manages a company, he/she will need a status of residence (visa.)
This is because under the Immigration Control Act, foreign nationals are required to operate within the scope of their status of residence.
The status of residence that allows you to engage in company management work can be broadly divided into two types: residence status and activity status.
Residence qualification
- permanent resident
- Japanese spouse, etc.
- long-term resident
Activity qualification
- management/management
If you engage in business management work with a status of residence other than those listed above and receive compensation for that work, it will be considered illegal work as an activity other than that permitted.
In addition, among the residence statuses for engaging in company management activities, there are no restrictions on activities regardless of which of the four residence statuses you have, but the scope of activities for business and management visas, which are activity qualifications, are defined as follows: is determined.
Activities of conducting trade or other business operations or engaging in the management of such businesses in Japan
"Business management" and "business management" as used here are considered to be applicable to the following activities.
Management Activities as an officer (representative director, director, auditor, etc.) engaged in decision-making on important matters related to business operations, execution of business, and auditing duties.
OR Activities as a person (general manager, factory manager, etc.) engaged in management work for an internal organization that is equivalent to or higher than that of the management department.
3. Summarized the conditions for obtaining a status of residence that allows you to manage a company.
3-1.Conditions for obtaining a business/management visa
There are three conditions for obtaining a business manager visa: You will need to notify the Immigration Services Agency that you meet these conditions.
✅A business location is secured.
✅The total amount of capital or investment is 5 million yen or more, or the company employs 2 or more full-time employees.
✅The business has stability and continuity, and the manager himself/herself has management ability.
3-1-1.The business office is secured within Japan.
First, a business office must be secured in Japan to run the business. Please contact SmileHome for more assistance (info@smilehome.tokyo).
the following requirements have been established:
✅Must be clearly separate from home
✅The contract is in the name of a corporation.
✅The rental agreement states that the purpose of use is "business use".
✅The physical and human facilities sufficient to function as a business office are secured.
✅Business activities must continue and take place in a fixed location
→Virtual offices and monthly condominiums are not allowed.
When applying for a status of residence, you will be required to submit documents such as a certified copy of the real estate registry and a rental agreement in order to confirm whether you meet these requirements.
3-1-2. The total amount of capital or investment is 5 million yen or more, OR the company employs 2 or more full-time employees.
The total amount of capital or investment must be 5 million yen or more, or the company must employ two or more full-time employees. This is to measure the scale of your business, and you are required to meet one of the criteria.
Total capital or investment is 5 million yen or more
When preparing capital or investments totaling more than 5 million yen, it is necessary to prove WHO contributed and HOW.
WHO? does not necessarily need to be contributed by the applicant himself/herself; it can also be done by a friend or relative.
The important point is HOW
in order to prove that it is not a sham, you must prepare documents that clearly show where and how the contribution was made. Examples include copies of “bankbooks,'' and ``monetary loan agreements.''
If you are borrowing money from a friend or relative, you will also need a document that proves your relationship with the applicant (such as a notarized parent-child relationship certificate).
Employs two or more full-time employees
When hiring two or more full-time employees, the full-time employees must be Japanese nationals residing in Japan, or have a residence status of "permanent resident," "spouse of Japanese national," "spouse of permanent resident," or "long-term resident." Must be a person who has. Also, part-time workers and temporary/contract employees are not eligible.
3-1-3. The business has stability and continuity, and the manager himself/herself has management ability.
The business you are about to start must have stability and continuity, and the business owner himself must be recognized as having management ability. For this purpose, it is essential to create and submit a business plan.
A business plan is very important in order to convince the examiner why a foreigner would want to run a company in Japan. It is necessary to create a plan that is persuasive in terms of stability and continuity, while specifically incorporating plan details such as products and services, sales forecasts, expenses, organizational structure, etc. Additionally, if you have any materials that can support the contents of your business plan, it would be effective to submit them as well.
3-2. Conditions for obtaining a residence status visa
The conditions for obtaining residency status are as follows. In both cases, the requirements for qualification are quite strict and limited. If you do not have a resident status and want to quickly start running a company, it is practical to obtain a business manager visa.
4. The following items are required for foreigners to establish a company.
Regarding the "Bank account and capital payment certificate" and "Seal registration certificate or signature certificate", which have requirements unique to foreigners, please see 4-1 and 4-2 for details.
- Registration application form A document that describes basic information about a company, such as its name and location.
- Matters to be registered This is a document that supplements the information stated in the registration application form. In addition to written documents, it is also possible to prepare on recording media such as CD-R or DVD-R.
- articles of incorporation A document that summarizes the rules and regulations of a company, determined based on the consent of all the promoters. Bank account for capital payment and capital payment certificate →Details are explained in 4-1.
- Letter of acceptance of appointment This is a document that certifies that you have been appointed as a director in a stock company or a representative partner in a limited liability company. Seal registration certificate or signature certificate →Details will be explained in 4-2.
- Company registered seal and seal impression notification form Generally, there are three types of company seals: representative director seal, square seal (company seal), and bank seal. Among these, the document to notify the representative director's seal to the Legal Affairs Bureau is the seal impression notification form.
- Registration license tax revenue stamp and stamp mount When establishing a company, you must pay registration and license tax. There are two ways to prepare the tax: depositing money into a financial institution or purchasing revenue stamps for the tax amount at a convenience store or post office, but the latter method is easier to prepare. Please refer to the table in Chapter 6 for the amount of registration and license tax.
This is a summary of the documents required for the registration application extracted from the above. For these required documents, if they are written in a foreign language, a Japanese translation must be attached.
Required Document | Quantity Needed | Source of Acquisition | Example Format |
Application for Registration of Incorporation | 1 copy | Legal Affairs Bureau windowDownload from the Legal Affairs Bureau website | |
Matters to be Registered | 1 set | Self-prepared | |
Articles of Incorporation | 1 original | Self-prepared | |
Letter of Acceptance | 1 copy | Self-prepared | |
Proof of Capital Deposit | 1 copy | Self-prepared | |
Seal Registration Certificate | 1 copy | City or Town Hall window | Submit the issued certificate |
Signature Certificate (if no Seal Registration Certificate) | 1 copy | Local government office or embassy in Japan | Submit the issued certificate |
Seal Impression Form | 1 copy | Download from the Legal Affairs Bureau website | |
Revenue Stamp Receipt Paper for Registration Fee | 1 copy | Self-prepared |
4-1. Bank Account for Capital Payment and Capital Payment Certificate
The Capital Payment Certificate is a document that certifies that the capital required for the establishment of the company has been deposited into an account specified by the promoter. It is created after the deposit has been made.
The types of bank accounts that can be used for capital payment are regulated as follows, so please be aware that not just any bank can be used. You can confirm whether a branch qualifies by checking the bank’s certificate of registration details.
- Domestic bank’s branch or headquarters in Japan (e.g., Nagoya branch of Osaka Bank) - OK
- Overseas branch of a domestic bank (e.g., London branch of Osaka Bank) *Excluding local subsidiaries - OK
- Domestic branch of a foreign bank (e.g., Osaka branch of London Bank) - OK
- Overseas branch or headquarters of a foreign bank (e.g., Paris branch of London Bank) - NG
When using type 2 in the above table, transactions may be conducted in a currency other than Japanese yen, in which case proof of the exchange rate is required.
For option 4, the promoter can either open a bank account in Japan or appoint a collaborator who already holds a valid bank account in Japan to act as a promoter or director. Many financial institutions impose requirements for opening an account, such as holding a residence certificate or residing in Japan for more than six months, which may be challenging for foreigners living abroad or on a short-term stay. Therefore, using a collaborator’s account can facilitate easier preparation.
4-2. Seal Registration Certificate or Signature Certificate
The Seal Registration Certificate is a document that certifies the authenticity of the seal (registered seal) used in important contracts. The required certificate varies depending on the type of company setup, as follows:
- For a corporation with a board of directors:
- For a corporation without a board of directors:
- For a limited liability company (LLC):
→ The representative director at the time of establishment must provide a Seal Registration Certificate for the seal used on the Letter of Acceptance.
→ The director at the time of establishment must provide a Seal Registration Certificate for the seal used on the Letter of Acceptance.
→ The representative partner must provide a Seal Registration Certificate for the seal used on the Letter of Acceptance.
If the foreign national does not have seal registration, a Signature Certificate can be used as a substitute for the Seal Registration Certificate. A Signature Certificate can be obtained from a government office, notary public, or the home country’s embassy in Japan.
Note that only certificates issued within three months prior to the registration application can be used, so please be mindful of the expiration.
5. Six Steps for Foreigners to Establish a Company
Those are the steps for foreigners to establish a company in Japan in six stages.
5-1. Step 1: Decide on the Basic Details of the Company
First, decide on the basic details of the company. This includes the company name (trade name), company address (head office location), capital, and business objectives, which will be listed in the registration application form to be submitted later.
Make sure that the trade name is unique at the same location. Foreigners with residence status can freely set the capital and company address. However, if you are applying for a Business Manager Visa, you must meet the requirements listed in Section 3-1.
5-2. Step 2: Create the Articles of Incorporation and Obtain Notarization
Create the Articles of Incorporation and obtain notarization from a notary public. There are mandatory items that must be included in the Articles of Incorporation; without these, the document will not be valid.
- Company name (trade name)
- Company address (head office location)
- Capital
- Name and address of the promoters (investors)
- Business objectives
- Number of shares authorized for issuance
After creating the Articles of Incorporation, prepare the following and submit them to the notary office for notarization
- Three copies of the Articles of Incorporation
- Revenue stamps worth 40,000 yen
- Seal registration certificate (one copy for each promoter, issued within the last three months)
- Seal of each promoter
- Declaration of the person who will be the ultimate beneficial owner
- Power of attorney (if a representative is handling the procedures)
- Notarization fee (30,000–50,000 yen, based on the amount of capital)
- Fees for issuing certified copies of the Articles of Incorporation (about 2,000 yen, based on the number of pages)
For specific fees regarding notarization and certified copies of the Articles of Incorporation, refer to Section 6.
It is also possible to apply for notarization online using an electronic version of the Articles of Incorporation in PDF format, without printing. In this case, the 40,000 yen revenue stamp is not required, but additional software and a card reader capable of electronic signatures are needed.
Note: Notarization of the Articles of Incorporation is not required when establishing a limited liability company (LLC).
5-3. Step 3: Deposit the Capital
After the Articles of Incorporation are notarized, deposit the capital into the bank account specified by the promoter. For details on eligible bank accounts, refer to Section 4-1. Be sure to prepare the payment certificate after the deposit, as it will be needed for the registration application.
The standard amount of capital for obtaining a Business Manager Visa is 5 million yen or more, as previously mentioned in Section 3-1-2. However, if you have residence status, legally, you can establish the company with capital as low as 1 yen. However, please note that a very low capital amount may hinder trust from banks and business partners, potentially affecting company management.
5-4. Step 4: Apply for Company Registration at the Legal Affairs Bureau
Once all necessary documents are prepared, apply for company registration at the Legal Affairs Bureau. Submit your application to the Legal Affairs Bureau located where the company’s head office is planned to be. Upon completion, the company will be legally established. Depending on the level of congestion at the bureau, the process may take approximately 7 to 10 days.
After the registration is completed, obtain a Certificate of All Registered Matters from the Legal Affairs Bureau, which will be necessary for filing with other government offices.
The formats and examples of required documents for the application can also be found on the Legal Affairs Bureau’s website.
Application Forms for Business and Corporate Registration
5-5. Step 5: Submit Notifications to Various Government Offices and Agencies
Once the company registration is complete, submit notifications to various government offices and agencies. Required documents and submission destinations may include:
- Tax Office
- Corporation Establishment Notification, Application for Approval of Blue Return, Office Establishment Notification, and Application for Approval Regarding Tax Withholding Period
- Prefectural Office or City/Town Hall
- Corporation Establishment Notification
- Pension Office
- Notification of New Coverage for Health Insurance and Welfare Pension Insurance, Notification of Acquisition of Insured Status, Notification of Dependent for Health Insurance and National Pension
- Labor Standards Inspection Office
- Report on Coverage of Labor Insurance, Notification of Establishment of Insurance Relationship, Declaration of Estimated Premium
- Public Employment Security Office (Hello Work)
- Notification of Establishment of Office for Employment Insurance, Notification of Acquisition of Insured Status
In addition, if the office is rented under an individual’s name, you may need to change it to the corporation’s name. If the business requires special permits, such as travel agency or second-hand goods dealer licenses, make sure to obtain the necessary permits.
A checklist of things to do after establishing a company can be found on the following website. Those who wish to learn more can refer to it.
Once you have completed this step, those with residence status or those managing the business from overseas can begin company operations.
5-6. Step 6: Apply for a Business Manager Visa
If you do not hold a residence status that allows for company management, apply for a Business Manager Visa at this stage. Applying before the company is established may lead the Immigration Bureau to question the feasibility of the business, reducing the likelihood of approval.
Submitting the application after all registration and procedures are complete and preparations are in place will increase the chances of obtaining the Business Manager Visa.
Once the Business Manager Visa application is approved, you will be officially allowed to operate the company.
6. Costs Required for Foreigners to Establish a Company
The approximate costs required for a foreigner to establish a company are summarized as follows.
Description | Amount | Notes |
Fee for Registration of Articles of Incorporation | 40,000 yen | Not required if certified electronically |
Notary Fee for Articles of Incorporation | Capital under 1MM: 30,000 yen
Capital over 1 MM + under 3 MM: 40,000 yen
Capital over 3 MM: 50,000 yen | Not required for LLCs |
Fee for Issuance of Certified Copy of Articles of Incorporation | Approximately 2,000 yen | Based on the number of pages in the original (250 yen/page). Not required for LLCs |
Registration and License Tax for Registration Application | Corporation: 150,000 yen or more
LLC: 60,000 yen or more | The higher amount between 0.7% of capital or the amount listed above will apply |
Certificate of Registration of Company Details | 600 yen per copy | |
Seal Registration Certificate Fee | 450 yen per copy | |
Incorporation Costs for Corporations | Approx 250,000 yen or more | |
Incorporation Costs for LLCs | Approx 100,000 yen or more |
Please note that these are the costs related to the establishment procedures, so in addition to these, you will need to prepare funds for capital and for setting up an environment in which the business can begin operations.
7. Frequently Asked Questions When Foreigners Establish a Company
7-1. Q: Can I establish a company if the promoter’s address is not in Japan?
A: Yes, you can.
However, in this case, according to the Foreign Exchange and Foreign Trade Act, you must submit a notification of company establishment to the Minister of Finance and the minister in charge of the business through the Bank of Japan to confirm there is no threat to Japan’s national security. This notification is usually made after applying for company registration, but in some cases, depending on the country and business type, advance notification may be required.
Make sure to confirm this requirement before applying for company registration.
Also, as mentioned in Section 4-1, please note that capital payments cannot be made through an overseas branch account of a foreign bank.
7-2. Q: Can I establish a company without a residence status and without any collaborators?
A: Yes, you can.
However, in this situation, you would need to find a real estate company willing to rent you an office, and you would have to consider the banking restrictions mentioned in Section 4-1. Please contact SmileHome (info@smilehome.tokyo) for assistance. This makes the process significantly more challenging compared to having a collaborator. Before starting the preparation process, consider finding a collaborator residing in Japan.
Some local governments have introduced the Startup Visa system to make it easier for foreigners to start a business by removing these hurdles. Once approved by the local government and the Immigration Bureau, you can obtain a Startup Visa valid for six months.
With this visa, you can register an address in Japan, making it easier to open a bank account and rent an office, facilitating your business preparations. However, note that there are restrictions, such as prohibiting work activities during your stay, and this visa cannot be used if you already have another residence status. If you are considering applying for a Startup Visa, please check each local government’s website for details.
7-3. Q: Where should I seek advice regarding company establishment?
A: You can consult the following places, either for free or for a fee.
Free Consultation Locations | Paid Consultation Locations |
Legal Affairs Bureau | Tax Accountants |
Chamber of Commerce and Industry | Judicial Scriveners |
Japan Finance Corporation | Administrative Scriveners |
Tokyo One-Stop Business Establishment Center | Lawyers |
Social Insurance and Labor Consultants |
Additionally, some local governments have established support centers specifically for foreigners’ company establishment and business support. For example, in Tokyo, the following organizations are available:
- Foreign Residents Support Center
- Business Concierge Tokyo
Operated by the Immigration Services Agency, offering consultation and legal support for residence status issues.
Operated by the Tokyo Metropolitan Government, providing support not only for business-related matters but also for funding assistance.