Japan Godo-Kaisha [GK] (Limited Liability Co] LLC Formation Steps and procedure Flow Chart
Japan Godo-Kaisha / Limited Liability Co / LLC registration procedure and flow chart for the steps required for completing the process of incorporation in Japan. The flow chart includes the steps re post-incorporation immediate legal mandatory steps.
GK Subsidiary of a foreign co in Japan – Corporate Shareholding
The following procedures and steps need to be conducted in order to register a GK [Godo-Kaisha];
The below-mentioned procedures need to be conducted in order to open a GK legal subsidiary entity of a foreign company in Japan.
Basic Flow of procedures for opening a GK Co (legal entity) in Japan
Determination of profile of GK Co to be established (see Note below)
Decide on GK Co's Local Registered address & appoint Local Resident Director
(Japanese or foreigner, Resident of Japan) [In case of a foreigner with appropriate «Status of Residence” in Japan]
Obtain Personal Registered Seal (stamp) certificates of local Resident Director
In case of Company: Plus, Co Registration & seal certificate, Minutes of the meeting of Directors nominating individual from Company
Obtaining of registration certificates, etc. for parent company, and preparation of affidavits regarding profile of parent company and affidavits regarding signatures of representatives of parent company (affidavits must be attested by a public notary in equity participants' home country)
In case of Company director: Plus, Company Registration & signature certificate, Minutes of the meeting of Directors nominating individual from the company
Signature Certificates of directors with overseas address & attestion at a notary public office in home country
Preparation of GK Co's Articles of Incorporation
Signature of overseas directors & seal of resident directors on incorporation docs
Attestation of GK's articles of incorporation by licensed Co incorporation Attorney (Japanese notary public notarization not required)
Remittance of GK's paid-up capital amount at the time of incorporation to local resident director's bank account (proof of capital)
Application to the Legal Affairs Bureau for registration of GK Co establishment and registration of company seal(s)
Obtaining GK Co registration certificate and company seal registration certificate from Legal Affairs Bureau
(approx. 2 weeks after application for registration)
Completion of Incorporation of GK Co
Ready for client – GK registration Original Certificate, Co seal (stamp) Certificates & original Co seal (stamp)
GK Co Post-Incorporation immediate mandatory procedures in Japan
Notification to the Bank of Japan of foreign subsidiary co
(notification prior to company establishment may be required in certain sectors)
(Report for Commencement of Business, [Local Tax office]; Notification of a Foreign Company, Application for Blue Form Return, Notification of Establishment /Move /Closure of an Office, etc Salary payment, Application for withholding income tax notification & special case re time for payment [National Tax Office])
Completion of GK Co Post-Incorporation immediate mandatory procedures
Office copy of all notification duly receipt endorsement stamp of the government authority
Note: This profile should contain information including the following: trade name, location of head office, business objectives, business year, amount of capital, names of directors and representative directors, names of equity participants, and values of their investments etc.
For Individual shareholding the procedure is almost similar except that the Affidavit is not required.
The above-mentioned procedures re GK, Godo Kaisha – LLC (Limited Liability Company) establishment of a foreign co in Japan and is for illustration purpose.
Sarkar Office Japan KK