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Japan Kabushiki Kaisha Registration Procedures and Fees
Unless otherwise indicated, the Japan Kabushiki Kaisha stated in this quotation refers to a Company Limited by Shares formed and incorporated in Japan in accordance with the Japan Companies Act.
Our fees for the registration of the Japan Kabushiki Kaisha (Company Limited by Shares) is JPY850,000. The fee quoted includes professional services in relation to the registration of the Japan Kabushiki Kaisha provided by Kaizen, such as preparation of the Articles of Incorporation, the legalization of Articles of Incorporation in Japan, production of 3 company seals and the filing of tax-related documents after incorporation. For details, please refer to Section 1 of this quotation.
For the purpose of setting up a company in Japan, the investor needs to provide the identity proof and residential address proof issued within 3 months of each shareholder and each director of the Japan Kabushiki Kaisha, the registered capital, the registered office address (if provided by the clients), the principal business activities and the business models. For the details of required documents and materials, please refer to Section 5 of this quotation. The registration fee mentioned in Section 1 does not include the notarization of Affidavit of shareholder, registered address service, capital receiving agent service, nominee Japanese representative director service and bank account opening assistance service. The fees for these services are listing in Section 2 of this quotation.
In general, the registration of the Japan Kabushiki Kaisha takes around 4 to 5 weeks (Excluding the bank account opening time).
The fees quoted are applicable to the business which does not require an additional license or permit. If the business to be carried out by the Japan Kabushiki Kaisha requires extra license or permit, Kaizen could assist to apply for such license or permit and the fees will be quoted upon request.
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Registration Fee for the Japan Kabushiki Kaisha
Our fees for the registration of Kabushiki Kaisha (Company Limited by Shares) in Japan (Tokyo) is JPY850,000, limited to a shareholder, a representative director and the capital registered is not more than JPY20 million. The fee includes the service fees of Kaizen and the government registration fees. The details of our services are listed below.
(1)
Japan Kabushiki Kaisha Incorporation – Pre- & Post-Incorporation
(a) Answer your questions regarding the registration of a Japan Kabushiki Kaisha
(b) Perform name availability search for the proposed company name
(c) Prepare the Articles of Incorporation and other registration documents
(d) Prepare the capital remitted proof document (client shall remit the capital)
(e) Arrange the production of 3 company seals (and pay for the production fee)
(f) Submit the registration documents, pay for the registration license tax and registration fee to the Japan Legal Affairs Bureau
(g) Obtain the Company Register copy and Company Seal Registration Certificate
(h) Submit the Notification of Corporate Establishment and tax-related documents to the Tax Office and Tokyo Taxation Bureau
(i) Submit the Report of foreign investors invest directly in Japan to the Ministry of Finance (through the International Department of Bank of Japan)
(j) Prepare the Register of Members.
(2)
Certification of the Articles of Incorporation
During the incorporation of the Japan Kabushiki Kaisha, the Articles of Incorporation shall be certified by the notary public in Japan. The fee quoted above includes the certification of the Articles of Incorporation.
Note:
(1)
This quotation is applicable for the Japan Kabushiki Kaisha with a shareholder. If the Japan Kabushiki Kaisha to be incorporated are having two or more shareholders, Kaizen shall adjust the service fees appropriately.
(2)
The quotation is applicable for the Japan Kabushiki Kaisha with a Japanese representative director. If the Japan Kabushiki Kaisha to be incorporated are having more than one representative director or the representative director are living overseas, Kaizen shall adjust the service fees appropriately.
(3)
If client could not provide a capital receiving agent in Japan, client may use our capital receiving agent service.
(4)
The fee quoted above does not cover courier fee, if any.
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Optional Services
(1)
Notarization of Affidavit
In accordance with the Japanese laws and regulations, shareholder(s) of a Japan Kabushiki Kaisha need to prepare an affidavit on matters related to the authorization to register a company in Japan and the appointment of director(s), etc., and be notarized by the notary public in the place where the shareholder(s) reside. The specific documents that need to be notarized depend on the identity of the investor (corporate or natural person) or location. In addition, notarized documents need to be translated into Japanese. This quotation does not include document translation fees. Kaizen can provide notarization of the Affidavit, and the fee will be quoted upon request.
(2)
Registered Address Service
Every Japan Kabushiki Kaisha must have a business address before registering the Kabushiki Kaisha. Kaizen can assist the rental of virtual office or physical office in Japan and our fee for assisting the rental of the registered business address is JPY 66,000. The fee does not cover the actual fees (such as rental fee, deposit, etc.) charged by the property agent. These fees shall be paid to the local property agent directly according to the invoice issued by the local property agent. After successfully enforcing the lease, in future, to terminate the lease, you will need to inform us at least 3 months prior to the intended termination date.
Please note that the virtual office Kaizen assist in renting is only for the purpose of registration of a Japan company. The staff of the Japanese real estate may receive mail but will not act as a staff to serve visitors on behalf of the Japanese company. In addition, according to the strict requirements of Japan bank account opening, the application may be rejected by the bank due to the use of virtual office as the registered business address.
(3)
Capital Receiving Agent Service
Every Japan Kabushiki Kaisha must have a person authorized for collecting and keeping in safe custody of the initial capital with a local personal bank account in Japan. This authorized person can be the shareholder, director, or entrusted partner of the company. Kaizen can provide a local resident as your capital receiving agent to assist in collection of the initial capital for proceed the registration procedures of the company. After completing the registration procedures of the company, our capital receiving agent shall return the capital to the bank account designated by you. Our service fee for the capital receiving agent service is JPY85,000.
(4)
Bank account opening for Japan Kabushiki Kaisha
The representative director of the Japan Kabushiki Kaisha needs to go to the bank directly for the bank account opening matters in Japan. Our service fee for assisting you to open a bank account in Japan is JPY 420,000. In the process for bank account opening, Kaizen will assist in making appointment, preparing the application documents and providing related consultation. The result of opening an account depends on the decision of the bank, Kaizen does not guarantee the results. If the corporate bank account cannot be opened, Kaizen will refund 70% service fee (JPY294,000) to client.
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Payment Term and Payment Methods
We currently only accept check, cash or TT and credit card payment through PayPal. If payment is settled through PayPal, an extra 5% service fee will be charged. Upon confirmation of order, we shall issue an invoice and email it together with detailed wire instructions to you. Because of the nature of services, we require full payment in advance. In addition, once service is commenced, no service fees will be refunded.
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Basic Structure for the Japan Kabushiki Kaisha
(1)
Consists of at least one shareholder and one representative director.
(2)
If there are three or more directors, client can choose to set up a board of directors or not. If board of directors is set up, at least one auditor and supervisory board member (supervisor) should be appointed. There is no nationality requirement for the director(s) and supervisor(s).
(3)
Shareholder could be a natural person or a legal person. Director must be a natural person. If shareholder is natural person, then that shareholder could act as the director. (4)
A Japan Kabushiki Kaisha must have a registered address in Japan and a tenancy agreement shall be provided (if you use our registered address service, then no need to provide). (5)
There is no minimum stated capital for Japan Kabushiki Kaisha. However, the capital amount would affect the reputation of the company and the opening of corporate bank account, Kaizen recommend setting the registered capital at JPY1 million or above. If business management visa is required, the capital shall not be less than JPY5 million.
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Required Documents and Materials
(1)
Two or three proposed company names in Japanese and corresponding ones in English.
(2)
A valid passport copy (for non-Japan resident), residential address proof (bank statement, utility bill or phone bill issued within 3 months) and personal signature / seal impression certificate of each shareholder and director. That personal signature / seal impression certificate should be certified by notary public in the place where they aside or issued by the local government department.
(3)
A copy of registration documents and notarization of Affidavit for corporate shareholder(s). That notarization of Affidavit should be notarized by the notary public where the corporate shareholder(s) incorporated. (4)
The registered address and the tenancy agreement (no need to provide if using our registered address service). (5)
The amount of registered capital and number of shares. (6)
The business scope (principal business activities), including the location of the clients and suppliers, the products to be sold or the services to be provided. (7)
The financial year end date.
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Procedures and Time Frame for the Registration of a Japan Kabushiki Kaisha
The registration of a Kabushiki Kaisha in Japan takes around 4 to 5 weeks to complete (not included the time of bank account opening application). The specific registration time depends on the approval time by the Japan Legal Affairs Bureau. The detailed time frame is listed below.
No.
Procedure
Business Days
(Estimated)
1
Client delivers to Kaizen the materials stated in Section 5 by E-mail or facsimile or post and at the same time, settle the payment
Client’s Schedule
2
Kaizen undertakes the name availability search for the proposed company names provided by the client
1-2
3
Kaizen arranges to rent a Japan address (virtual office or physical office) and prepare the tenancy agreement (if entrust Kaizen to rent a Japanese virtual office or physical office)
5-8
4
Kaizen prepares the Articles of Incorporation and the registration documents for client’s signing
10-15
5
Client arranges notarization of the shareholder’s Affidavit
Client’s Schedule
6
Client signs on the registration documents and delivers the documents and the notarized documents to Kaizen
Client’s Schedule
7
Kaizen arranges to engrave the seals
2
8
Kaizen arranges for the Articles of Incorporation to be certified by the notary public in Japan
4-5
9
Investors remit the capital to the capital receiving agent’s personal bank account in Japan and provide the remittance advice, bank passbook and deposit record to Kaizen for verifying the capital
Client’s Schedule
10
Kaizen submits the registration documents to the Japan Legal Affairs Bureau for the incorporation process
12 -14
11
Japan Legal Affairs Bureau notify to obtain the Company Register copy and Company Seal Registration Certificate
2-3
12
Kaizen submits the Notification of Corporate Establishment and tax-related documents to the Tax Office and Tokyo Taxation Bureau, and submits the Report of foreign investors invest directly in Japan to the Ministry of Finance (through the International Department of Bank of Japan)
5-7
13
If client engages in our capital receiving agent service, Kaizen remits the capital to the client’s designated bank account
1-2 weeks
14
Kaizen prepares company kit and other registration related documents
2-3
15
Kaizen arranges courier of company kit to the client’s designated address. Or client can obtain the company kit by visiting one of our offices.
1
Note:
(1)
The above time frame is estimated based on close cooperation with the client.
(2)
The above time frame is estimated based on the business activities of the Japan Kabushiki Kaisha to be incorporated does not need to apply for a license or permit. If license or permit is required, the time required will be extended accordingly.
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Materials to be returned to Client
Kaizen will return the following documents to you for your retention and as proof that the company is duly registered.
(1)
The Company Register copy
(2)
The Company Seal Registration Card and its Certificate
(3)
The Articles of Incorporation and its electronic record (4)
The Register of Shareholder(s) (5)
The copy of the Notification of Corporate Establishment and tax-related documents (including 1 Notification of Establishment / Relocation / Closure of a Salary-Paying Office, 1 Application Form for Approval of Filing Blue Return, 1 Application for Approval Made in Relation to the Special Provision for Due Dates for Withholding Income Tax and 2 Notification of Corporate Establishment) (6)
The copy of the Report of foreign investors invest directly in Japan (7)
The company seals set, including the representative director’s seal, the company seal and the bank seal
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Annual Maintenance Fee
Once the Japan Kabushiki Kaisha is officially registered, it must comply with the compliance and maintenance requirements imposed by the Japan Companies Act and Corporation Tax Act. For example, a Japan Kabushiki Kaisha shall prepare the year-end statements and declaration about the corporate tax, corporate resident tax, corporate business tax, consumption tax, fixed assets tax, depreciation asset tax, etc. Kaizen could provide the following services to our clients, such as accounting and tax advisory services, assisting in the entry of accounting data, the preparation of various declarations and accounts, and reasonable tax-saving measures. In addition, Kaizen could also provide employee employment services, salary calculation, Business Management visa, Intra-Company Transferee visa and other visas application services to our clients. For details, please kindly contact our professional consultants.
See also:
If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.cn or contact us through the following and talk to our professionals:
Email: info@kaizencpa.com
Tel: +852 2341 1444 (Hong Kong); +86 755 8268 4480(Shenzhen); +86 21 6439 4114(Shanghai); +86 10 6210 1890(Beijing); +1 646 850 5888 (U.S.); +65 6438 0116 (Singapore)
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ WeChat: +852 5616 4140
Skype: kaizencpa
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