Can You Set Up a Company in Japan Without Coming to Japan?

The answer

Usually, yes. A founder who lives outside Japan can set up a Japanese godo kaisha (合同会社, GK) or kabushiki kaisha (株式会社, KK) without travelling to Japan, provided the founders can get signature certificates from their home countries and, for a KK, can pay the capital into a bank account that qualifies. Japan's Ministry of Justice explains these rules on its page for foreign nationals and expatriates, and the registration of either type of company can be filed online.

A KK's directors can all live abroad

Until 2015, the Legal Affairs Bureau would not register a KK unless at least one representative director had an address in Japan. A Ministry of Justice notice of 16 March 2015 abolished that practice. Today, every representative director of a KK may live abroad, and none of them needs to be a Japanese national.

The company still needs a head office. The articles of incorporation state where it is (Companies Act, 会社法 Kaisha-hō, Arts. 27 and 576), the registration records its address (Arts. 911(3) and 914), and the Legal Affairs Bureau for that area handles the registration (Commercial Registration Act, 商業登記法 Shōgyō Tōki-hō, Art. 1-3).

Signing: a signature certificate from your home country

Where a foreign national signs a document filed with the registration, the Ministry accepts a signature certificate, a certificate that the signature is the person's own.

Under the Ministry's current guidance, the certificate should come from the authorities of the person's home country, wherever those authorities are located. That includes the home country's embassy in Japan or in a third country. A notary of the home country is also accepted.

A certificate from the authorities or a notary of the country where the person lives, or from a Japanese notary, may be accepted only where there is a compelling reason a home-country certificate cannot be obtained. The Ministry asks applicants to consult the registry office in that case.

For example, a German national living in Singapore can use a certificate from the German authorities, including the German embassy in Singapore. A certificate from a Singapore notary falls under that exception.

With an online application, attachments that exist only on paper can be submitted to the registry or sent to it.

Paying in the capital for a KK

For a KK formed by its founders, the capital is paid into a bank account before registration (Companies Act, Art. 34), and the application includes documents proving the payment, which can include a copy of the passbook.

The account must be at a bank that counts as a payment-handling institution. According to the Ministry, these include:

• a head office or branch in Japan of a Japanese bank
• an overseas branch of a Japanese bank, such as a New York branch, but not a local subsidiary set up under foreign law
• a branch in Japan of a foreign bank licensed in Japan

A head office or branch of a foreign bank outside Japan does not qualify.

Normally the account holder must be a founder or a director at incorporation. Where all the founders and directors live outside Japan, the Ministry also accepts an account held by someone else, such as your lawyer, if a founder signs a power of attorney authorising that person to receive the payment.

For a GK, the members must pay their contributions in full before the registration (Companies Act, Art. 578).

The notary and the filing

A GK needs no notary. A KK's articles of incorporation must be certified by a Japanese notary (Companies Act, Art. 30(1)). The founders can appoint an agent, such as a lawyer, to request the certification, and the agent then appears before the notary instead of the founders (Notary Act, 公証人法 Kōshōnin-hō, Arts. 58(2) and 59(1)). Appearing by video call is also possible if the notary agrees, but it is not required (Arts. 52(2) and 59(2)).

The registration itself can be filed online. A lawyer can prepare the documents and file the registration as your agent, with your signed power of attorney.

This article covers the registration only. Opening the company's bank account and applying for a visa are not covered here.

References

• Ministry of Justice, Procedures of commercial and corporation registration for foreign nationals and expatriates.
• Ministry of Justice, 外国人・海外居住者の方の商業・法人登記の手続について (Japanese), citing Notice No. 29 of 16 March 2015 (representative directors abroad), Directive No. 100 of 28 June 2016 as amended by Directive No. 15 of 10 February 2017, and Notice No. 16 of 10 February 2017 (signature certificates), Directive No. 179 of 20 December 2016 (overseas branches) and Directive No. 41 of 17 March 2017 (third-party accounts).
• Ministry of Justice, 商業・法人登記のオンライン申請について (Japanese).
• Companies Act (Act No. 86 of 2005), Japanese Law Translation.

This article is for general information only and is not legal advice.

If you are setting up a GK or KK from outside Japan, you can see how our fixed-fee company incorporation works.