Setting Up a Company in Japan: The Rules for Foreign Founders

English writing about incorporating in Japan fails in one of two directions. Either it describes the domestic procedure as though your nationality and address changed nothing, or it treats being foreign as close to a disqualification and fills the gaps with folklore. The procedure is largely the one a Japanese founder follows. The differences are few, they are real, and each is settled by a published notification you can cite.

Between 2015 and 2017 the Ministry of Justice removed, one at a time, the obstacles that used to stop a foreign founder at the first step: the residence of the directors, the account the capital goes into, the bank that account sits in, and the seal registration certificate you do not have. Little English material has caught up. What follows rests on the Ministry of Justice and the Legal Affairs Bureaux, the Companies Act and the Commercial Registration Act as published on e-Gov, the National Tax Agency, the Digital Agency and JETRO; where they do not settle a question it says so. Written on 22 August 2026. Era years are given with the western year, because you will need the notification number if you ever have to cite one at a counter.

Two company types, and the numbers that separate them

The choice between a kabushiki kaisha and a gōdō kaisha is usually argued in terms of prestige. The differences that can be stated precisely are procedural and financial.

Two rows are routinely misstated. The ten-year term is not a general rule about Japanese directors; it belongs to a non-public company that puts it in its articles, and a company that does nothing has two-year terms and reappointment registrations to file. The duty to publish accounts is imposed on stock companies by the opening words of Article 440, paragraph 1, so applying it to a gōdō kaisha, as much English material does, reads in an obligation the subject line excludes. Read the fourth row's right-hand cell as written: the Act sets no term for a gōdō kaisha's executive members, but we could not find official material stating positively that they have none, so the negative formulation is the honest one.

What the state charges before any professional does

Notarisation of a stock company's articles is priced by the amount of capital, under Article 35 of the Cabinet Order on Notaries' Fees. The 50,000 yen quoted everywhere as though universal is only the top band.

The 15,000 yen figure is the one quoted carelessly, as though small capital sufficed by itself. Three conditions apply and all three must hold: the incorporators must all be natural persons and number no more than three; the articles must state that they subscribe for all the shares issued at incorporation; and the articles must contain no provision establishing a board of directors. A corporate incorporator, a fourth founder, or a board in the articles puts you back to 30,000 yen however small the capital. Copies are charged separately: 250 yen a page for a paper certified copy, 300 yen for retention of an electronic record, 700 yen for provision of the same information.

Then stamp duty. Articles of incorporation are document category six on the National Tax Agency's table, at 40,000 yen, and the exemption column excludes everything other than the copy the notary retains under the Notary Act. The charge falls on that one original, not on each copy the founders hold. Electronic articles are widely said to escape the duty, on the basis that it is a charge on what is recorded on paper and similar media. We could not obtain a National Tax Agency page naming electronic articles explicitly, so treat that as long-standing practice with a reading of the law behind it rather than a published ruling.

The three notifications a foreign founder needs

The Ministry of Justice collects the material on incorporation by non-residents in one place, and the substance is three notifications: whether you can be a director from abroad, whose account the capital goes into, and which bank that account may be at.

All the representative directors may live overseas

Minshō No. 29 of 16 March 2015 (Heisei 27) changed the treatment established in 1984 and 1985, and provides that the application may be accepted even where no representative director has an address in Japan. It covers the registration of incorporation and the appointment or reappointment of a representative director.

So "at least one representative director must be resident in Japan" is not a cautious reading; it describes a rule abolished before most of the pages repeating it were written. If a provider tells you to find a Japanese resident for the register, ask which notification they rely on. What follows from the change is narrower than it looks, and that limit has its own section below.

Whose account the capital is paid into

A stock company's capital must be paid in before registration (Companies Act Article 34, paragraph 1); a gōdō kaisha's contributions must be performed by the time of registration (Article 578). The founders' problem is that the company does not exist yet, so there is no company account, and they may have no personal Japanese account either. Minshō No. 41 of 17 March 2017 (Heisei 29) sets out what is acceptable.

Read the third row slowly, because it is the row misquoted in the direction of convenience. The third-party account is not a general option; it opens only where nobody on either list has an address in Japan. If one incorporator lives here, that route closes. One piece of relief sits in the same notification: where authority is delegated, delegation by one of the incorporators is enough, so no resolution of all of them is required.

The document proving payment is prescribed by Article 47, paragraph 2, item 5 of the Commercial Registration Act, and its composition comes from Minshō No. 782 of 31 March 2006 (Heisei 18): a certificate of the amount paid, prepared by the representative director appointed at incorporation, plus either a copy of the bank passbook or a transaction statement prepared by the institution handling the payment. It needs no seal impression.

Which bank the money may sit in

The second row is the useful one and the fourth is the trap. A founder in Singapore holding an account at the Singapore branch of a Japanese bank is inside the rules; the same founder at a Singaporean bank is not, however traceable the money.

What this does not settle, and what we could not answer from official material, is whether the money may be sent from an account at a bank outside Japan into a qualifying account. The notifications address the institution that receives and holds the payment, not the origin of the transfer. If your funds are abroad, put that to the judicial scrivener before moving anything.

The seal registration certificate you do not have

Japanese procedure is built around the registered personal seal and its certificate, which a foreign national living outside Japan cannot obtain. Minshō No. 100 of 28 June 2016 (Heisei 28), amended in 2017 (Heisei 29), lets a signature certificate take its place, and names where: the signature on the seal notification form; the letter of acceptance of office by a director appointed at incorporation; the letter of acceptance by a representative director; signatures on documents such as board minutes; and a document evidencing a resignation.

Who may issue it is also specified: the authorities of the person's own country; a consul of that country, including one at its mission in Japan; a competent Japanese authority; and, where there is an unavoidable reason, an authority of the country where the person lives, or a Japanese notary. The consulate in Japan on that list matters, because it means the certificate does not always require a trip home. Obtaining one at a Japanese embassy or consulate abroad — appointments, documents, fee — sits with the Ministry of Foreign Affairs, and we could not confirm it.

The identity confirmation document, and one that is refused

Article 61, paragraph 7 of the Regulation for Commercial Registration requires a document confirming the identity of certain officers. The Ministry of Justice lists what satisfies it: a copy of the certificate of residence with the individual number omitted; a copy of the supplementary record of the family register; a copy of the Basic Resident Register card; a copy of a driving licence or similar; and a copy of the front of the My Number Card. The notification card — the paper slip issued with an individual number, still in a great many drawers — is not accepted.

The company seal the law no longer requires and practice still does

Article 20 of the Commercial Registration Act, which required notification of a company seal, was deleted with effect from 15 February 2021 (Reiwa 3). Some writing concludes from this that the company seal is abolished. That does not survive contact with a paper filing: where the application is made on paper, the form must bear the impression of the seal submitted to the registry office. The duty to notify went; the practical necessity of having one, for anyone filing on paper, did not.

Notifying the seal online is possible in exactly one configuration — simultaneously with the registration application itself. Not on its own, not by an agent acting under a paper power of attorney, and not alongside a paper application bearing a QR code. The image must be scanned at 600 dpi at actual size, and the attachments together must stay within 15 MB.

Naming the company

Two rules about the name catch foreign founders, and they pull in opposite directions. The strict one is Article 50 of the Regulation for Commercial Registration. Roman letters in either case are permitted, as are Arabic numerals and the symbols &, apostrophe, comma, hyphen, full stop and the Japanese middle dot. The restriction is on use: the ampersand, apostrophe, comma, hyphen and middle dot are permitted only as marks separating words, so they cannot stand at the beginning or the end of a trade name. The full stop is the exception and may end the name where it indicates an abbreviation. Spaces are allowed between words and nowhere else. A name with a leading ampersand, or ending in a hyphen, is not one the register will take.

The loose one is Article 27 of the Commercial Registration Act, which bites only where the trade name is identical and the location of the head office is identical. It is not a nationwide monopoly: a company in Osaka using the name you want does not stop you registering it in Tokyo. Whether you should is a trade mark question rather than a registration one. You can check first — the online registry information search service allows a trade name search, and searching alone carries no fee, though it does require an applicant ID.

The sequence, and the deadline inside it

For a stock company the order runs: search the register for the trade name, draft the articles, have them notarised, perform the payment of capital, appoint the directors at incorporation and complete their investigation, file the registration, then obtain the certificates everyone else will ask for. For a gōdō kaisha the notarisation step disappears.

There is one hard deadline in the sequence, and it is not the one founders worry about. Under Article 911, paragraph 1 of the Companies Act the registration must be filed within two weeks of the later of the day the investigation was completed and the day determined by the incorporators. It constrains filing, not completion, and it is where an unhurried project acquires a date.

The structural fact to hold onto is that the company comes into existence by the registration — Article 49 for a stock company, Article 579 for a gōdō kaisha. Not by signing the articles, not by paying the capital. That is also where a common assertion needs qualifying. You will read that a company cannot open a bank account before registration. We could not find an explicit official statement of such a rule and will not manufacture one; what can be said is structural, that before registration there is no legal person in whose name an account could stand, which is why the notification on capital payment is drafted around accounts held by individuals. What banks require once the company exists is a substantial separate subject, set out in the article on Japanese corporate bank accounts.

How long it takes, and why nobody can promise a date

Begin with what is not true: no statute fixes a nationwide period within which an incorporation registration must complete. Any page offering a legally guaranteed number of days has invented it. What exists is operating targets and locally published estimates.

The Ministry of Justice has operated targets since 20 September 2024 (Reiwa 6): notarisation of the articles within 48 hours in principle, and notarisation plus registration within 72 hours in principle. A fully online application may be processed within 24 hours, but four conditions attach and all four must hold — no more than five officers, every attached document a PDF bearing an electronic signature, the registration licence tax paid electronically, and no correction required. Periods when applications are concentrated are excluded, which matters if you file at a busy time of year.

Alongside the targets, each Legal Affairs Bureau publishes expected completion dates by office and filing date, and the variation is real. To take one published pair, a filing on 12 August at the Osaka main office carried an expected completion of 21 August, while the same date at the Kita-Osaka branch office carried 27 August. Check the office that will handle your filing, not an average. JETRO's estimate covers the project rather than the registry's part of it: about two to three months from deciding the outline of the company to holding the certificates, with four days to about two weeks between filing and obtaining them. Those figures do not conflict. Assembling documents from several countries, obtaining signature certificates and getting money into the right account are the slow parts.

The certificates, and what they cost

After registration you will be asked repeatedly for two documents. The fees below have applied since 1 April 2025 (Reiwa 7).

An electronic certificate for commercial registration is priced by validity: 500 yen for one month, 1,100 yen for three, 3,800 yen for twelve, and 8,300 yen for twenty-seven, which is the longest available. It is the credential that makes electronic tax filing possible, and the twenty-seven month option is the one that stops you renewing during your first two accounting periods. Older figures circulate, including on pages that look official; a number not in the table above is more likely out of date than a discount.

The first two weeks after registration are busier than the registration

Registration begins a filing sequence whose deadlines are not aligned with each other. The shortest is five days and the longest two months.

Three things there deserve pulling out. Tokyo's prefectural deadline is fifteen days against the tax office's two months, and founders who assume they are the same miss the shorter one. The prefectural notification needs a certificate of registered matters, so it cannot be filed until the registration has completed — a second reason to know your office's expected completion date. And the pension office's five days is the shortest in the sequence, falling while you are still waiting for certificates.

The tax side does not end there. Approval to file a blue return has its own timing, and your consumption tax position needs deciding early rather than discovered late, particularly with the revision taking effect on 1 October 2026, the subject of a separate article on the October 2026 consumption tax changes. If your customers or suppliers are abroad, what a multi-currency provider can and cannot do here is covered in the article on Wise Business in Japan.

The one-stop service, and the card it requires

The Digital Agency operates a one-stop service for company formation covering a broad set of steps: notarisation of the articles, the registration of incorporation, national tax, local tax, the pension office, the labour standards inspection office, Hello Work, and an application for a GBizID Prime account. Using it costs nothing. It has one requirement that decides whether it is available to you at all: a My Number Card, physical or installed on a smartphone. There is no alternative credential.

Here the misinformation runs the other way from usual. Foreign nationals are frequently told they cannot obtain a My Number Card. The Digital Agency's questions and answers state that an individual number is assigned to foreign nationals who have a residence record, which is the basis on which a card is issued. Those living outside Japan without a residence record are not assigned one, and a person without Japanese nationality must return the card on moving out of Japan. Whether the validity period of a foreign national's card is tied to their period of stay is asked constantly; we found no official statement, so it stays open.

Keeping your home address off the register

A representative director's address is registered and the register is public. Since 1 October 2024 (Reiwa 6) a measure has existed allowing part of that address to be withheld from display. The timing is what to plan for: the application should in principle be made at the same time as the registration in which the address is registered, not as tidying-up afterwards.

For a company that is not listed, three documents are required: proof that mail was sent to the head office by registered post with delivery certification; a copy of the certificate of residence or equivalent; and a document proving the identifying matters of the beneficial owner. The first takes real time to produce.

Being on the register is not permission to run a business

This is the most expensive misunderstanding in the subject, and it follows directly from how easy the registration side has become. The Legal Affairs Bureau decides whether a company may be registered, applying company law and the Commercial Registration Act. The Immigration Services Agency decides what activities a person may carry out in Japan, applying an entirely different body of rules.

The three notifications above tell you a company can be registered with directors living abroad, capital in someone else's account and signature certificates instead of seal certificates. None tells you that you may then come to Japan and manage the business, and none tells a person already here on another status of residence that they may start running a company. Those are separate decisions with criminal provisions attached to getting them wrong. The criteria for the business manager status changed substantially in October 2025, and the questions about holding a directorship while on another status — including several that could not be answered from official material at all — are in the article on the business manager status and the 2028 transitional measure. If you are in Japan now and thinking of incorporating, read that before you file anything.

What we could not confirm

Six things, because these are questions readers ask and answering them by inference would be worse than leaving them open. Whether a residence card satisfies the identity confirmation requirement under Article 61, paragraph 7. Whether an officer's name may be registered in the roman alphabet or in both scripts, and how a foreign address is rendered in the register. Whether capital may be remitted from an account at a bank outside Japan into a qualifying receiving account. Whether there is an explicit official basis for the flat claim that a company cannot open a bank account before registration, as against the structural reasoning above. Whether a foreign national's My Number Card validity is linked to their period of stay. And the procedure and fee for obtaining a signature certificate at a Japanese mission abroad, which belongs to another ministry.

Each has somewhere to be asked. The Legal Affairs Bureau with jurisdiction over the intended head office answers the registration questions, a judicial scrivener answers them faster, and the tax office answers the tax ones. None charges for the question.

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