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How to set up Japan subsidiary company

Subsidiary companies are established through registration with the Legal Affairs Bureau. A registered date will be the official date of establishment, and the company may carry out business operations from this date. Documents needed for the establishment should be prepared in the home country of the foreign company: document certifying the legal status of the foreign company, document certifying the legal power of the director of the foreign company and document certifying the authenticity of the signature of the said director. Few documents, such as foreign company's articles of incorporation, registration certificate and signature certificate, must be notarized by a notary public in the home country of the foreign company.

General flow of setting up joint-stock company (Kabushiki Kaisha)

1 Determine an outline of joint-stock corporation (company name, head office address, business scope, capital amount, director and investor etc.)

2 Preparation of joint-stock corporation's articles of incorporation

3 Notarize parent company's registration certificates, signature certificate and others by a notary public in the home country

4 Notarize subsidiary's articles of incorporation by Japanese notary public

5 Remittance of capital to account of incorporator or representative director at incorporation

6 Apply at Legal Affairs Bureau for company set up and company seal registration

7 Obtain company register certificate and company seal impression certificate

8 Open company bank accouont with obtained certificates

9 Report to Bank of Japan about the investment by a foreign company

 

The company register certificate must ordinarily be presented whenever opening a bank account, filing notifications with administrative authorities, purchasing assets for which name registration is required (real estate, securities, vehicles, telephone lines, etc.), and concluding important agreements with business partners. On certain occasions, the company seal impression certificate will need to be submitted along with the certificate on registered company information. The company seal impression certificate is a document publicly certifying the company seal that has been registered. This certificate is used to confirm whether or not company seals placed on applications, filings, contracts, etc., have been placed there with legitimate authorization from the company; the certificate may be obtained from the Legal Affairs Bureau after completion of establishment registration. The company seal as well as the names of the persons authorized to use the seal must be registered with the Legal Affairs Bureau when applying for establishment registration. The representatives of the subsidiary company is the only party authorized to use the company seal, and his/her personal seal registration certificates or signature certificates must be presented when registering the company seal. In the event of changes to the registered information or the company seal, the prescribed modification procedures must be completed promptly. Applications for registration of changes to registered information must be submitted to the Legal Affairs Bureau within two weeks of the changes for subsidiary companies.

Information recorded in company register certificate is as follows: company name, head office address, business scope, mean of public notice, total number of shares issued, types and number of shares outstanding, rules on transfer of shares, capital amount, name of directors and auditor and set up date.

 

After the set up, the following notifications need to be filed with the authorities:

1 National tax authorities and Prefectural and municipal tax authorities

2 Labor standards inspection authorities, Public employment security authorities and Pension authorities

 

When dissolving/liquidating a subsidiary company, creditors of the subsidiary company must be given a period of no less than two months prior to the liquidation to submit objections to the liquidation of the subsidiary company. Should the subsidiary company have negative net assets, the corporation cannot independently complete the liquidation procedures below but instead must follow special liquidation procedures under the direction of a court.