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Japan Kabushiki Kaisha Registration Procedures and Fees

Japan Kabushiki Kaisha Registration Procedures and Fees

Unless otherwise indicated, the Japan Kabushiki Kaisha stated in this quotation refers to a Company Limited by Shares formed and incorporated in Japan in accordance with the Japan Companies Act.

Summary

Our fees for the registration of the Japan Kabushiki Kaisha (Company Limited by Shares) is JPY800,000 (limited to a Japanese representative director and the capital registered is not more than JPY20 million). The fees quoted include the service fees provided by Kaizen, such as preparation of the Articles of Associations of the Kabushiki Kaisha and other related documentation. For details, please refer to Section 1 of this quotation. Our fees do not cover the provision of registered office and notarisation of the identification documents of the shareholder of the Japan company.

For the incorporation of the Japan Kabushiki Kaisha, the investor needs to provide the identification documents and address proof of the shareholders and directors of the Japan Kabushiki Kaisha, the registered capital, the registered office address (if provided by the client), the principal business activities and the business models. For the required documents and materials, please refer to Section 6 of this quotation.

The Japan Kabushiki Kaisha shall appoint a representative director, the representative director could be the individual investor, assisting in collect and pay for the initial capital remittance, the representative director shall have a Japan local bank account, assisting in collect and pay for the investment amount. If the representative director does not have a local personal bank account, they may entrust a third party, such as a Japanese employee, or Kaizen could provide a temporary representative director to complete the procedure of company registration. For the service fee, please refer to the Section 2 of this quotation. Upon completion of the bank account opening, the representative director will arrange to remit the investment amount into the company bank account.

In general, the registration of the Japan Kabushiki Kaisha takes around 4 to 5 weeks (Excluding the bank account opening time).

The fees quoted are applicable to the business which does not require an additional license or permit. If the business to be carried out by the Japan Kabushiki Kaisha requires an extra license or permits, Kaizen could assist to apply for such license or permit and the fees will be quoted upon request. Kindly note that this quotation is applicable to the registration of Kabushiki Kaisha in Tokyo, Japan.

1.
Registration Fee for the Japan Kabushiki Kaisha

Our fees for the registration of the Japan Kabushiki Kaisha (Company Limited by Shares) is JPY800,000, limited to a Japanese representative director and the capital registered is not more than JPY20 million. The fees include the service fees provided by Kaizen and the government registration fee. The service items are listed as below.

(1)
Registration and Related Services


(a)   Preliminary check of intended name;
(b)   Preparation of the Articles of Associations and the registration documents;
(c)   The notarizations of documents for the Japan Kabushiki Kaisha (The fee is borne by clients);
(d)   Preparation of the capital remitted proof document (Client shall remit the capital);
(e)   Submit the registration documents, pay for the registration license tax and registration fee to the Japanese Legal Affairs Bureau;
(f)   Obtaining a copy of register form and a seal certificate;
(g)   Submit a notice of opening to the District Government, Taxation Bureau, and Duty Office;
(h)   Preparation of register of shareholders;
(I)   Preparation of the company registration documents, including the company stamp and the company registration documents.


(2) Notarization of Articles of Association


For the purpose of registering a Kabushiki Kaisha in Japan, the Articles of Associations must be notarised by a Notary Public. Our service fee quoted above cover the notarisation of the Articles of Association.


Note:

(1)
The quotation is applicable to a Japan Kabushiki Kaisha with a shareholder. If the Kabushiki Kaisha to be incorporated are having two or more shareholders, Kaizen shall adjust the service fees appropriately;

(2)
The quotation is applicable to a Japan Kabushiki Kaisha with a local director. If the Kabushiki Kaisha to be incorporated are having more than one local director or the director is a foreigner, Kaizen shall adjust the service fees appropriately;

(3)
If client could not provide local director and for the purpose of payment of registered capital, client may need to use our nominee local director service and our bank account opening services.

(4)
This quotation excludes the courier fees incurred, if any.

2.
Optional Services

(1)
Registered office address of the Kabushiki Kaisha

Every Kabushiki Kaisha must have a registered address in Japan. Kaizen can provide a virtual office or physical office as the registered address. The virtual office provided by Kaizen could only be used for registration and could not be used for bank account open (as banks do not accept virtual office). The fee for the virtual office is around JPY120,000 per annum (exclusive of tax and deposit) and the fee for the physical office is around JPY1.2 million per ammun (exclusive of GST and deposit). The actual fees depend on the actual location of the office. Upon confirmation of preferred location of office by client, Kaizen will check and confirm the current price with client.


(2) Notarization of shareholder’s identification documents

For the purpose of company registration in Japan, the identification documents of the shareholder are required to be notarised by a Notary Public. The documents to be notarized depends on the identity of the investors. In addition, the notarized documents shall be translated into Japanese. Kaizen could provide translation service and notarization service and our fees will be quoted upon request.


(3) Temporary nominee director (“representative director?

As stated above, for the purpose of contribution of registered capital, the director/shareholder (founding member) of a Japan company must have a bank account in Japan. In order to assist our client to register a company in Japan in the case our client does not have a local director, Kaizen could provide a local director at the time of incorporation. At the time of incorporation, you will need to transfer the share capital to his personal bank account. After the company is registered, our local director will help you to open a corporate account, then the local director will transfer the capital to the corporate account. After the registration of the company, our local director will resign from the company. Our fees for acting as the local director (for around 2 months), assisting the opening of a corporate bank account and handling the resignation (as director) are JPY350,000.


(4) Bank account opening for Japan Kabushiki Kaisha

Our fees for assisting you to open a bank account for your Japan company are JPY120,000. Our service is limited to advising the requirements of bank, making appointment, preparation of documents as required by the bank and related account opening consultancy service. Please note that it is the sole discretion of the bank to decide whether to open the bank account for your Japan company or not. Kaizen could not guarantee the results of bank account opening and does not assume any liability if the bank refuses to open the bank account.

3.
Payment Term and Payment Methods

Upon received the order form, Kaizen will require full payment in advance. Kaizen currently accepts Hong Kong Dollar check, cash or TT and credit card through PayPal.

If China or Taiwan official tax invoice is required, Value-Added Tax or Business Tax at the prevailing rate in the respective jurisdiction will be charged. If payment is made by PayPal, an additional 5% of handling fee will be charged.

4. Basic Structure for the Japan Kabushiki Kaisha

1、 At least one shareholder and a director. There are no restrictions on the nationality of the shareholder and director;

2、
If the director is more than one person, client could decide whether to set up a board of director. To set up a board of director, shall have at least one supervisor or director. There are no restrictions on the nationality of the directors and supervisor;

3、 The shareholder could be a natural person or a legal person. The director shall be a natural person. The natural person shareholder could act as director and shareholder at the same time;

4、 The Japan Kabushiki Kaisha to be incorporated must have a registered address in Japan and the lease agreement shall be provided (To be provided by Kaizen if clients entrust Kaizen to rent the office);

5、 There is no limit for the registered capital of the Japan Kabushiki Kaisha. However, the capital registered will affect the credit of company and the rate of success to open a bank account, so it is suggested to set the registered capital as JPY1 million and above. If the Japan Kabushiki Kaisha needs to apply for a business manager visa, the registered capital shall set at least JPY5 million.

5.
Required Documents and Materials

1、 Please provide two to three names in both English and Japanese of the Kabushiki Kaisha;

2、
A copy of the passport (Non-resident in Japan) and address proof documents or registration documents (if shareholder is a corporation) in respect of each shareholder of the Japan company (for example, utility bill, telephone bill or bank statement). The identification documents should be notarized by a Notary Public or a recognised attesting officer;

3、 A copy of the passport and signature certificate (Non-resident in Japan) and address proof (such utility bill, telephone bill or bank statement) of directors. The passport copy and signature certificate of the directors (Non-resident in Japan) shall be notarized by a Notary Public. If the director is a resident in Japan, he shall provide his personal stamp and the stamp certificate;

4、 The registered address and the lease contract of the Japan Kabushiki Kaisha;

5、 The capital registered for the Japan Kabushiki Kaisha;

6、 The business scope of Japan Kabushiki Kaisha (Principal business activities).

6.
Procedures with time frame for the registration of the Japan Kabushiki Kaisha

Under normal circumstances, the registration of Kabushiki Kaisha takes around 4 to 5 weeks. The specific registration time depends on the approval time by the Japan Legal Affairs Bureau.

Item


Procedure


Working Days


(Estimated)


1


Clients could mail out the required documents and materials stated in Section 6 by using E-mail, fax or mail, the courier fee shall responsible by clients.


Client’s Schedule


2


Preliminary check of company name


1-2 days


3


Kaizen arranges to rent a Japan address (Virtual office or physical office) and prepare for a lease agreement (If entrust Kaizen to rent a Japanese virtual office or physical office)


5-7 days


4


Kaizen assist to prepare for the Articles of Incorporation and the registration documents for clients to sign


4-5 days


5


Clients notarize for the investor’s identification documents


Client’s Schedule


6


Clients signed on the registration documents and delivery the documents and the notarized documents to Kaizen


Client’s Schedule


7


Kaizen arrange to engrave the stamps


2 days


8


Kaizen arrange for the notarization of the Articles of Association


4-5 days


9


Investor remit the capital to the incorporator’s personal bank account and provide a bank remittance receipt, bankbook and deposit record for Kaizen to verify the capital.


Client’s Schedule


10


Submit the registration documents to the Japanese Legal Affairs Bureau


12-14 days


11


Japan Legal Affairs Bureau notify to receive the copy of business license certificate and official stamp certificate


2-3 days


12


Submit a notice of opening, a copy of Articles of Associations and the copy of the business license certificate to the District Government, Tax Bureau, and Tax Office


5-7 days


13


Kaizen assist in the pre-approval of bank accounts


At least 2 to 3 weeks


14


Kaizen assist to open a bank account, the representative director needs to open a bank account in person, after bank account is opened, the representative director will arrange to remit the capital into the company bank account


At least 6 to 8 weeks


15


Preparation of the company kit and company registration documents


2-3 days


16


Kaizen will pass the company registration documents to clients based on the address provided by client.


1 day





Notes:

(1)  The estimated time is based on the close cooperation between Kaizen and the client. The travel schedule of the shareholder/director for bank account opening in Japan will have an impact on the timeframe;
(2)  The estimated time is based on the company does not require any special license and permits. For additional licenses or permits, the time required will be extended accordingly.

7.
Certificates and Documents to be returned to Client

After the registration process is completed, Kaizen will return the following documents and materials to you for your retention and as proof that the company is duly registered:

(1)
The Kabushiki Kaisha registration form;

(2)
The Kabushiki Kaisha representative director’s personal stamp;

(3)
The Kabushiki Kaisha company stamp (for payment request and invoice) and bank stamp;

(4)
The Kabushiki Kaisha legal person seal certificate;

(5)
The Articles of Associations of the Kabushiki Kaisha;

(6)
The certificate of opening notice for Kabushiki Kaisha.

(7)
The Register of shareholders of the Kabushiki Kaisha.

8.
Annual Maintenance Fee

The Japan Kabushiki Kaisha shall comply with the Japan Companies Act, Japan Kabushiki Kaisha shall prepare the year-end statements and declaration about the corporate tax, corporate resident tax, corporate business tax, consumption tax, fixed assets tax, depreciation asset tax, etc. Kaizen could provide the following services to our clients, such as accounting and tax advisory services, assisting in the entry of accounting data, the preparation of various declarations and accounts, and reasonable tax-saving measures. In addition, Kaizen could also provide employee employment services, salary calculation and payment, Business Manager visas, corporate transfer visas and other visas application services to our clients. For details, kindly contact Kaizen consultant team.



If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:
Email: info@kaizencpa.com,  enquiries@kaizencpa.com
Tel: +852 2341 1444
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ Wechat: +852 5616 4140
Skype: kaizencpa

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