How to Incorporate a Limited Liability Company (LLC) for Foreigners

How to Incorporate a Limited Liability Company (LLC) in Japan

Read to learn more about how foreigners can set up an LLC in Japan. Depending on the applicant’s situation, additional procedures may be required. Don’t hesitate to get in touch with us for more information about your personal situation.

If all directors reside in Japan

If all directors, including the representative director, reside in Japan, there is no need to send documents by international mail, so the company establishment procedure can proceed in a relatively short time. The company can be incorporated in about two weeks.

【Required Documents】

If there is an overseas resident among the directors

If any of the executives, including the representative director, resides overseas, it is necessary to send documents by international mail. International mail often takes several days to deliver, so it takes about a month to complete the incorporation of a company.

【Required Documents】

■ Step 1 Decide on the basis of the LLC. When incorporating a company, it is necessary to decide on the company name, company address, business purpose, etc.

■ Step 2 Create the Articles of Incorporation, which are the basic principles and information of the LLC.

*How to prepare the Articles of Incorporation

The first thing to do when establishing an LLC is to prepare the Articles of Incorporation. The Articles of Incorporation are documents that stipulate important matters of the company, such as the company name, location, business purpose, amount of capital, list of board of directors/officers, and the company’s accounting period. Once the Articles of Incorporation are completed, they have to be notarized at a notary public office.

■ Step 3 The Articles of Incorporation created in "Step 2" must be electronically signed by an administrative scrivener (行政書士).

■ Step 4 Transfer the capital to the founder's bank account, get a copy of the bankbook, and create a payment certificate.

■ Step 5 Create the supporting documents necessary for the company incorporation registration application and the registration application form. At Samurai Immigration Law Firm, we assist in preparing documents according to the situation of the company. The date of registration is considered the date of establishment of the company.

■ Step 6 After the completion of the company incorporation and establishment procedures, various notifications will be submitted. Submit the relevant notification documents to the tax office, prefectural tax office, pension office, labor standards inspection office, Hello Work, etc.

■ Step 7 After the incorporation of the company is completed, you can apply for a business manager visa. Prepare the necessary documents and submit them to the Immigration Bureau.

■ Step 8 After company incorporation and obtaining a visa, you can start running the company. We have tax and labor management affiliate firms if you need help with those services. Even after the incorporation of the company, Samurai Immigration Law Firm will do its utmost to assist in company services for a successful business in Japan.

Company Name Decision Rules

There are legal rules when choosing a company name. Even if the company name has been decided after thinking on it for a long time, it must be changed if it violates the law. But the rules are not that difficult. Please check the following four points.

The First Rule: Include the word “LLC” in the company name

In the case of a LLC, “LLC” must be included in the full company name.

"LLC" can be used before or after the company name. For example, LLC Toyota or Toyota LLC.

The Second Rule: Note the Restrictions of the Characters that can be Used

In general, you have to register your company name in Japanese – using kanji, hiragana, and/or katakana as the “official” name, and any English naming is considered supplement information in the company name registration. Simplified Chinese characters, traditional Chinese characters, and Korean Hangul characters cannot be used.

Below is what is acceptable for a company name:

How to Determine Business Purpose

When incorporating a company, it is necessary to stipulate the business purpose in the Articles of Incorporation. The business purpose stipulated in the Articles of Incorporation will also be stated in the company registration certificate.

There are certain rules for business purposes, such as “the purpose must be specific,” “clear,” and “legal.” Basically, it is sufficient to describe the purpose of the business that you intend to carry out immediately after the company’s incorporation. However, if there is a business that you plan to carry out in the future but will not carry out immediately, you may add it in as well. The advantage of doing this is that you save the registration and license tax of 30,000 yen for the amendment fee to the Legal Affairs Bureau. If you are going to do a licensed business, you will not be able to get the license unless you clearly describe and state it in the business purpose. For example, suppose you want to do a used car import/export business. In that case, you must set the business purpose as "secondhand dealer based on the Secondhand Articles Dealer Act" and "purchase, sale and import/export of secondhand cars.”

Actual Cost of Incorporating an LLC

The cost of establishing an LLC is 60,000 yen, as a registration license tax paid to the Legal Affairs Bureau at the time of application for registration. An LLC also needs to create the Articles of Incorporation, but notarization at a notary office is not required.

Documents to prepare for the incorporation of LLC

Notifications Required after Incorporation

■ Tax Office

　1. Notification of Incorporation of a Company

　2. Notification of Establishment / Relocation /Discontinuance of Salary Paying Office etc.

　3. Application for Approval Made in Relation to the Special Provision for Due Dates for Withholding Income Tax

　4. Application Form for Blue Form Return

　5. Notification of Inventory Valuation Method

■ Prefectural Tax Offices and Municipal Offices

　1. Business Start Declaration Form

■ Pension office

　1. Notification of New Application

　2. Notification of New Applicable Office Status

　3. Notification of Acquisition of Eligibility as an Insured Person

　4. Health Insurance Dependent (Change) Notification

■ Labor Standards Inspection Office

　1. Notification of Incorporation of Insurance Relationship

　2. Estimated Insurance Premium Declaration Form

　3. Attachments

　4. Company Register

　5. Employee Directory

　6. Wage Ledgers (Salary Payslips)

　7. Attendance Records

■ Hello Work (Labor Office)

　1. Notification of Incorporation of Applicable Office

　2. Notification of Employment Insurance Qualification Acquisition

　3. Notification of Incorporation of Insurance Relationship

　4. Attachments

　5. Employment insurance certificate if the employee was previously insured under Employment Insurance

　6. Certified Copy of Company Register

　7. Employee Directory

　8. Wage Ledgers (Salary Payslips)

　9. Attendance record

　10. A copy of notification of incorporation of labor insurance relationship (with the receipt stamp of the Labor Standards Inspection Office)