Who Can File a Company Registration for You in Japan?

The answer

The registration of a new company is filed by the person who will represent it, such as the representative director of a kabushiki kaisha (株式会社, KK) or the representative member of a godo kaisha (合同会社, GK) (Commercial Registration Act, 商業登記法 Shōgyō Tōki-hō, Arts. 47(1) and 118). If someone else prepares the registration documents and files them for you, that person should be a judicial scrivener (司法書士 shihō shoshi) or a lawyer (弁護士 bengoshi).

Filing it yourself

The application is made in writing, and the applicant, its representative or an agent signs and seals it (Art. 17(1) and (2)). The company's representative can appoint an agent, who must attach a document that shows its authority (Art. 18). The Ministry of Justice explains on its page for foreign nationals and expatriates the signature certificates and other documents that founders outside Japan use.

Judicial scriveners

A judicial scrivener's work, done at the request of others, includes acting as agent in registration procedures, preparing the documents to be filed with a Legal Affairs Bureau, and giving advice on that work (Judicial Scrivener Act, 司法書士法 Shihō Shoshi-hō, Art. 3(1)(i), (ii) and (v)).

Apart from judicial scriveners registered with a judicial scriveners' association, judicial scrivener corporations and the public-commission registration associations they form, no one may do that work, unless another law provides otherwise (Art. 73(1)). A breach is punishable by imprisonment for up to one year or a fine of up to JPY 1 million (Art. 78(1)).

Lawyers

The Attorney Act makes general legal services, done at the request of a party, a lawyer's function (弁護士法 Bengoshi-hō, Art. 3(1)). Filing a company registration for a client falls within that function, so a lawyer can prepare the documents and file the registration.

Administrative scriveners

An administrative scrivener (行政書士 gyōsei shoshi) prepares documents to be submitted to government offices, for a fee (Administrative Scrivener Act, 行政書士法 Gyōsei Shoshi-hō, Art. 1-3(1)). That does not extend to work that another law restricts (Art. 1-3(2)). Preparing the documents to be filed with a Legal Affairs Bureau is work the Judicial Scrivener Act reserves, so an administrative scrivener cannot prepare or file a company registration for you.

References

• Ministry of Justice, Procedures of commercial and corporation registration for foreign nationals and expatriates.
• Commercial Registration Act (Act No. 125 of 1963), Arts. 17, 18, 47 and 118; Judicial Scrivener Act (Act No. 197 of 1950), Arts. 3, 73 and 78; Attorney Act (Act No. 205 of 1949), Art. 3; Administrative Scrivener Act (Act No. 4 of 1951), Art. 1-3 (e-Gov, Japanese).

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

For founders outside Japan, see whether you need to come to Japan at all and what setting up a company costs. In our fixed-fee company incorporation, a Japan-qualified lawyer reviews the AI-assisted draft articles and files the registration as your agent, for US$490 for a GK and US$790 for a KK without a board of directors, excluding tax, with government fees added at cost.