行政書士 EIL国際法務事務所

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. To be a CEO in Japan


JAPAN BRANCH
Establish Japan Branch


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Establish an Office, Company or Shop in Japan



Procedure and Schedule


1.Decide the type of office.

2.Decide the company name

3.Decide the place of office

4.Apply foreign company establishment in Japan to Bank Of Japan

|   Need for 30days to get approval (must not establish until approval received)

↓  

5.Open temporary bank account and pay capital

6.Register the office to government (within 3 months after Bank of Japan approval)

7.Buy office equipment, telephone, internet apply.

↑ 

| Internet and phone takes 1-2 months to settle down.

8.Open office

It takes usually 3 months from decide company name to open the office.  


1.Type of office

Category

Company

Branch office

Type

株式会社Kabushiki geisha(Co., Ltd) (Inc.)

合同会社 Godo geisha (LLC)

支店 Siten

Name

ABC corporation. ABC Co., Ltd.).

ABC Japan Inc.

ABC Corporation. Japan Office.

Japanese Name

ABC株式会社

ABC株式会社日本支店

Example

Japan Microsoft corp.

日本マイクロソフト株式会社

Apple Japan LLC.

Apple Japan合同会社

Macronix (Asia) Limited Japan Branch 

マクロニクス株式会社日本支社

Board members / directors

Only who has Japanese address like CarlosGhosn, the president of Nissan. (Foreigner who has foreign address cannot bea member of board or director)

Only need a branch manager. CEO is inTaiwan.

Finance

Individual

ABC HQ covers

Finance report

announce to public and government

no need

Profit

Need to be a profitable company

No need profitable

Register

Need (costs about \600,000yen)

Need (costs about \600,000yen)

Initial charge for law

250-400K yen

Total : 400,000

Registration fee to Tokyo Legal AffairsBureau (東京法務局): 150,000yen

Certification of Articles of incorporationto notary public office: 52,500yen, tax 40,000yen

Document preparing to lawyer: 150,000yen

Stamp registration: 2,000yen

Issue registration copy: 2,000yen

Total 250,000yen

Registration fee to Tokyo Legal AffairsBureau (東京法務局): 90,000yen

Certification of Articles of incorporationto notary public office: not necessary

Document preparing to lawyer: 150,000yen

Stamp registration: 2,000yen

Issue registration copy: 2,000yen

Initial charge for equipment

300K-3,670k yen

Office rental: deposit about 2Myen place by place, and advance payment for 3months. (share office such asServcorp or Regus needs only 200-300K yen for contract fee and no needequipment fee required because of fully furnished office)

Equipment fee estimation for startup needs atleast 3 work desks (50,00yen x3), a conference desk (60,000yen), chairs (10,000yen x10 for work and conference), conference room partition walls (16,000yen(4x4m wide 1.5m height) x 10), a catalog cabinet, document shelf (40,000yenx3), a white board (15,000yen), business phones (100,000yen x 3 sets), a refrigerator(35,000yen), and internet line (10,000yen).

Required documents from ABC HQ

(2 copies each)

  • the certifiedcopy of register which ABC HQ is registered company from HQ’s country government.
  • Certificationdocument who is appointed to be a Japanese founder by ABC HQ. (Registration bureau needs the evidence).
  • Signature certificationsby Taiwan notary public. (Registration bureau needs evidence for theappointed letter (above #2) is not fake and correct signature).
  • CertificatedArticlesof Incorporationwhich isissued by Taiwan legal bureau.

Capital

at least 3M yen for foreigner

at least 1 yen for Japanese

No capital needed

Employee

ABC JAPAN

ABC HQ but live in Japan


1-1 Company case

At the time of the office establishment, ABC HQ pays the establish fee and the working capital as ABC Japan’s capital.

All the ABC JAPAN employees are the employee of ABC JAPAN and not ABC HQ.  ABC JAPAN get profit to sell distributors or customers and the profit use for all the payment such as salary, office, expense, tax and so on.  ABC HQ get profit at the time of product sell to ABC JAPAN.  ABC JAPAN struggle to manage finance within its profit.  When ABC JAPAN has excess money in the company, ABC JAPAN cannot move its profit to ABC HQ.


1-2 Branch Office

In Branch office case, register is needed but all the control is done by ABC HQ. So, ABC JAPAN isn’t independent.

Running fee for office like expense, salary, office charge, tax is paid by ABC HQ.  So, profit center is ABC HQ.  ABC JAPAN has no income and always negative finance.  Only work for ABC HQ and customer support.


2. Company name

When business type is decided, company name of JAPAN will be decided.  Then you will make some kinds of official stamps such as pictures.

 

(1). Registered stamp, (2). Bank stamp, and (3). General stamp.

Registered stamp is used for official document like contract.  Bank stamp is used for payment and draw money from bank.  Rectangle stamp is used for other general purpose like price quotation, EOL letter, information, etc.


3. Decide the office location

Japanese real estate doesn’t wants to rent an office to foreigners.  Then ABC JAPAN will be a rental entity and someone Japanese needs to be a guarantor of ABC JAPAN.  And also at this time, you are not approved the investment by the Bank of Japan, the Japanese person will pay earnest-money to hold the office which called temporary contract.  

You cannot start work for several months until you got permission of establishment from government.  It takes about for 3 months. So, you cannot get the office key until official contract of the office, and cannot buy any equipment. We just settled the address of the office.

But if you decide to use Servcorp or Regus for the first step of the office location, you can borrow a small office without Japanese guarantee person.  HQ contract is OK. And you can move to wide office or cheaper office if you need, after everything completed.


4. Apply foreign company establishment in Japan to Bank of Japan

Foreign company who invest to Japan needs to get approval from the Bank of Japan.  This application form needs to fill in new company address and capital (investment amount).

At this time, it needs to provide a document of your company’s certified copy of the registered file in HQ’s country government.  This is the evidence of ABC HQ is real company and filed in legal department of HQ’s country government.  But this application should be submitted by a Japanese agent.  And the application form needs to attach a document which ABC HQ appointed a Japanese person is a right person to submit this form and he/she is a delegate for it.  And also, the signature certificated by HQ country’s notary public is needed to attach it because the signature on the power of attorney for representation is real signature of ABC HQ president.

In Japanese law, before permission of the Bank of Japan, the foreigner must not invest to Japanese company, must not establish, and have not to work in Japan.  This permission is takes at least 30days.

In this period, you can only do for office preparation such like interior consideration, desks layout but you cannot buy any equipment in this period.

After the Bank of Japan approved your company to establish in Japan, you can prepare to register to legal department.  If the Bank of Japan refuses the investment, you cannot establish a company


5. Open bank account

You will submit an application form to open the bank account under the name of ABC JAPAN.  The first money transferred to this account will be the ABC JAPAN’s capital. But this is not the firm bank account.  Because to open company bank account needs to submit the register filed document, therefore once open a temporary bank account and after registered and submit the registered file copy and open the firm bank account.  The capital for Japanese people has no limitation, therefore, the capital is enough for 1 yen.  But when foreigner invests capital to establish, it is minimum \3M yen.

For the branch office case, bank open is necessary but not need capital payment.


6. Register the office to government (within 3 months after Bank ofJapan approval)

You will submit the application form to Tokyo Legal Affairs Bureau with capital paid certification form from the bank, permission letter from the Bank of Japan, ABC HQ’s registered copy, a letter of attorney which you have a right to apply, and the signature certifications which the signature of the letter of attorney is not fake. These are the same documents which you need to prepare as the Bank of Japan.


7. Office equipment Preparation

You contract office officially after registration of the office. At this time, you should pay deposit or “right to use the office” fee to the real estate firm, the deposit is very different by case by case, it is from 3 months of the office rental fee to 3M yen.  And also we need to pay advance of office rental fee for three months usually. Share office doesn’t need this kind of fee.

Finally, you can buy desk, chair, partition, and apply internet and telephone.  Phone and Internet takes 1-2 months to settlement from apply.  Most of these payment are used by the capital if its value is equivalent to the money like desk, chair like that.  But consumed payment like office rental fee, phone charge, internet fee is not remain as value cannot be used by the capital, this is operation fee of the company.


8. Open office

Then you open the office and start working.



This case describes big company in foreign country opens office in Japan.


If you are individual person, and you wants to open a shop or design office, IT company by yourself such like SOHO, it is not the same procedure.  Please contact us to establish in Japan.


Please write a mail to us for any questions.

support@eilconsulting.com