Setting up KK（Japan subsidiary）→Fee for incorporation
To avoid more complex and time consuming thing, only a Japanese resident
will be the sole promoter.
As promoter he will subscribe for one share in the new company and 'offer'
the remaining shares for subscription by the foreign parent company.
After the incorporation, the share that issued to the promoter will be surrendered to the parent company. Then the parent company holds 100% shares!
Non-Japan resident can be a director of your Japan subsidiary.
"FAQ" section is here.
Formed as a 100% subsidiary of a Foreign corporation. Incorporation with Offering.
| STEPS | YAMAJO Office (sole promoter) | Shareholder = Parent company |
|---|---|---|
| I. Advance Preparations | ||
| 1. Decide basic matters (e.g., company name, company objectives, address of head office, paid-in capital, accounting period, bank for accepting share subscription money, etc.) | Send a 'Questionnaire' to the parent company | Answer the 'Questionnaire' |
| 2. Search for similar company name | The same address and the same company name is not be able to register. | |
| 3. Preparation of Articles of Incorporation | A juridical scrivener will prepare an Article of Incorporation in Japanese (basically) or in dual language, Japanese and English (requested base). | |
| 4. Company seal etc | 1) Acquire seal for promoters / company / representatives at a seal carver. 2) Obtain certificate seal registration at ward office. |
|
| II. Company registration | ||
| 5. Promoter meeting | Preparation of a minutes of the promoter meeting; (company name, purpose of business, shares to be subscribed for by the promote, shares to be offered to other subscribers, etc.) 2 copies of the minutes. | |
| 6. Notarization of the Articles of Incorporation | At a public notary. (Stamp duty of JPY 40,000, a notary fee of JPY 50,000 etc.) |
|
| 7. Public Offering | Allotment of shares to the parent company | Subscription of shares |
| 8. Establishment meeting by the subscribers | Appoint directors and auditors | |
| 9. Board of director's meeting | Approval of directors etc. Keep minutes. | Consent to shortening of convening period of establishment meeting |
| 10. Register of Establishment | Application for registration (with representative seal that are registered and Registration and license tax of JPY 150,000) | |
| 11. Surrender the share | The stock transfer agreement will be drafted in English. | 100% Shareholder! |
| 12. Completion of registration procedures | The Legal Affairs Bureau will complete the check approximately 7-10 days after the application is submitted. The submission date in step 10 will be the company's establishment date. Obtain a certified copy of the company register (= complete registration certificate). | |
| 13. Notification under the Foreign Exchange Law | Report via Bank of Japan by the 15th of the following month. | |
| 14. Tax registration etc | With Legal Affairs (Tax, social securities and labor office) | |
| 15. Open a bank account | These days, it is very difficult to open a bank account in Japan due to
anonymity and money-laundering regulations. To open a bank account, a company need proof that its business actually exists. We will help you determine the necessary documents based on the nature of your business and support you in opening a bank account. *Please refer to the "Frequently Asked Questions" section here. |
|