What is the overall process for setting up a Kabushiki-Kaisha?

The Overall Procedures of Incorporating Kabushiki-Kaisha

Many first-time entrepreneurs in Japan may not have a concrete image of how long it takes to set up a company, and how much preparation is necessary before or after hiring a judicial scrivener.
The actual procedural flow differs depending on the types of corporations being established. However, this article will explain the procedures required when setting up a Kabushiki-Kaisha (KK) in Japan.
Note: These procedures are applicable only for non-Japanese people/entities.

The Necessary Documents to be Prepared on Clients’ end

If an incorporator(s) is a person

A. Documents to be prepared by each incorporator
a) Notarized certificate of signature/ Private registered seal certificate (Validity: 3 months prior to the date of application)/ any equivalent document from his/ her country.
b) Softcopy of ID (Ex. passport, residence card, etc.)

B. Documents to be prepared by each director of new company
a) Same as above A

If an incorporator(s) is a foreign company

C. Documents to be prepared by each incorporator

a) Notarized certificate of corporate registry
Ex.)Singapore company = BizFile, Chinese company = 営業執照, etc.
b) Notarized certificate of signature of representative
c)Shareholders Registry
*The required documents vary depending on who controls the company (either directly or indirectly) and where the governing law of an entity is located. Please consult with your judicial scrivener before you start obtaining the documents.
d) Softcopy of ID of representative

D. Documents to be prepared by each director of new company
a) Same as above A

【Information needed for signature certificate:】
His/her nationality, residential address, name, date of birth, signature by hand, and seal of notary public.
If an incorporator (for entity, it’s representative) and a director are the same persons, only one of each certificate and ID documents are required.

New corporate seal

In Japan, almost all companies have their own corporate seal to be registered with the Legal Affairs Bureau. (It functions as the signature of the representative.)
If it is difficult to prepare a seal on your end, then you would be able to ask your judicial scrivener to purchase it on your behalf.

Soft copies of investment proof information

Option 1: Bank book 
Option 2: Screenshot of internet bank
【Sample Document】 

Conclusion

Once you hire a judicial scrivener, they can take care of most of the documentation process for you. However, the most difficult part of the process is when the documents need to be notarized and mailed by each incorporator/ director from overseas.
In fact, the procedures for non-native people/entities to incorporate their company in Japan tend to take longer. Thus, if you are not living in Japan and wish to incorporate in Japan from overseas, you may need to expect that it will take approximately 1.5 – 2 months to establish a Kabushiki-Kaisha.

MK@ 03/13/2022