Company Incorporation Guide

Company incorporation Japan for founders abroad

Applicable country/region: JP - Japan

Published: October 3, 2026Updated: October 3, 2026

Written by our advisory team
Japan rules and requirements
Checked against official sources

Guide overview

From signed articles to a registered company

For company incorporation Japan's Companies Act offers a foreign business two usual forms, the kabushiki kaisha (株式会社, KK) and the godo kaisha (合同会社, GK). Either exists through registration at the Legal Affairs Bureau (法務局) of the Ministry of Justice (MOJ) for its head office, from the day the bureau receives the application. Company formation starts with articles of incorporation in Japanese, a step that also takes a KK to a notary. Capital goes in before the company exists, a paper filing needs a registered company seal, and the future representative files. Before filing, settle the form, how a founder abroad can run and fund it, and how the first taxes fall; then come the bureau's wait, social insurance and a bank account.

COMPANY TYPES

KK or GK, and paying in capital from outside Japan

Choosing between a KK and a GK starts with the notary. Only a KK's articles of incorporation need certifying, by a notary attached to the head office's bureau, so a GK has one step fewer and lower statutory charges. The structure differs: only a KK can offer shares to the public, while a GK's members run it under freer articles and can later turn it into a KK. Since 16 March 2015, the MOJ's rules for foreign founders let every representative director live outside Japan. Capital goes into an account of a promoter (a founding shareholder), a director or, if all live abroad, a third party; an overseas branch of a Japanese bank qualifies. Immigration status does not affect registration.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Japan KK Basic Information

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Positive

Japan KK Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

Minimum one shareholder

Requirements For Directors:

Minimum one director

Legal Representative Not Mandatory:

Negative

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Japan KK Registered Capital Requirement

Minimum Registered Capital Requirement:

JPY 1

Capital Injection Not Required:

Negative

Capital Injection Requirement:

At least JPY 1 must be paid up

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TAX

The first taxes a new company meets

A new company is normally exempt from consumption tax for its first two fiscal periods. The National Tax Agency (NTA) rules on new companies end that in cases like capital of JPY 10 million or more at a period's start, control by a large group or registering as a qualified-invoice issuer, so capital is a tax decision too. The per-capita levy of the local inhabitant tax is due yearly, profit or loss. The tax registration, a notification of incorporation (法人設立届出書) with a copy of the articles, goes to the tax office within two months of incorporation. The blue-return (青色申告) application, which decides whether losses carry forward, is due the day before the earlier of three months after incorporation and the first year-end.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

23.2

CIT Return Due Date:

Within two months after the end of the company's fiscal year.

CIT Payment Due Date:

Within two months after the end of the company's fiscal year.

CIT Estimated Payment Due Date:

Within two months after the end of the sixth month of the company's accounting period.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

20/20/0

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

15-20/20/20

Value-Added Tax (VAT)

General VAT Rate:

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

Capital gains are subject to the normal corporate income tax rate.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:

28.36

Composite Effective Marginal Tax Rate:

29.26

Conclusion

After company incorporation Japan: ongoing duties and the bank

Each bureau publishes its expected finishing dates; the certificate of registered matters that banks need exists only once registration is complete. The NTA normally posts a 13-digit corporate number to the registered head-office address. Even a company whose only paid person is its director must join health insurance and employees' pension, with the Japan Pension Service enrollment notice due within 5 days of becoming covered. A corporate bank account is a separate approval; banks may want more documents or refuse. Yearly compliance has no registry return, but changes like director re-appointments are registered within two weeks, and a KK publishes its balance sheet every year. Check Tokyo's completion schedules, or your bureau's, before fixing a payroll or bank start.

Japan

Jurisdiction Overview

About Japan

Japan is the world's fifth-largest economy with leading technology and manufacturing industries. The government actively encourages foreign direct investment, offering R&D incentives and a stable regulatory environment.

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