There is no major difference in procedure between a non-Japanese incorporating a company in Japan and a Japanese incorporating a company in Japan.
The general procedure for establishing a company
(1) preparation of articles of incorporation, (2) certification of articles of incorporation by a notary public, (3) payment of capital, and (4) application for registration of incorporation.
However, when a non-Japanese incorporates a company in Japan, there is naturally the issue of the language barrier, and documents written in a foreign language must have a Japanese translation when submitted to the Legal Affairs Bureau.
In addition, although the seal system does not exist in many countries, among the above procedures, a certificate of seal impression of the promoter or representative director is required for certification of the articles of incorporation and application for registration of incorporation.
Therefore, a certificate of signature or an affidavit is required in stead of a certificate of seal impression, and there is a difference in terms of required documents in the procedures for incorporation.
As mentioned above, there is no major difference between a non-Japanese incorporating a company and a Japanese incorporating a company, as long as all the necessary documents are in order.
On the other hand, one of the unique issues when a foreigner establishes a company is the status of residence. Foreigners who do not have a status of residence with no work restrictions will need a " business/management" status of residence in order to establish and manage a company.
Even if a foreign national goes to the trouble of establishing a company, he/she cannot stay in Japan and conduct business activities without a residence permit, so it is necessary to apply for a residence permit carefully.
In addition, previously, one of the representative directors had to reside in Japan for registration purposes, but this has already been changed since March 16, 2015.
Registration of incorporation of a stock company in which all of the representative directors do not reside in Japan, as well as registration of the appointment of a representative director who has been reappointed or assumed office as a representative director, will be accepted by the Legal Affairs Bureau.
Therefore, it is now possible for a foreign resident to incorporate a company in Japan and assume the office of a representative director, but it is important to note that it is very difficult to open a bank account for a company whose representative director does not reside in Japan.
The inability to open a bank account in the company's name is a major obstacle to carrying out business activities smoothly, so care should be taken in this regard.
Please contact us if you have any questions.
