Q&A about setting up foreign-owned Limited Liability Company in Japan

WFOE Registration, Work Permit, Special Industry Permit application according Tokyo Regulations, we need to do KYC (Know your client) before engagement with your assignment.

Email: tyo4ww@evershinecpa.com
Contact : Andrea Kyu, speak both Japanese and Mandarin
Onarimon Yusen Building 7F,Nishi-Shinbashi 3-23-5,Minato-ku, Tokyo 105-0003, Japan

Drafted by Dale Chen 20230714 v1
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Japan Foreign-funded Limited Liability Company
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Japan – Organizational Structure of Foreign-funded Companies
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What are the types of Foreign-funded Companies in Japan?

1. Joint-stock corporation – Kabushiki Kaisha (KK): A KK is the equivalent of a joint-stock corporation or limited liability company. It can be formed by foreign investors and requires at least one director and one shareholder. The liability of shareholders is limited to their investment. More common types of subsidiaries which is public company in Japan.
2. Limited Liability Company (LLC) – Godo Kaisha (GK): A GK is a limited liability company and can be established by foreign investors. It requires at least one director and one member. The liability of members is limited to their investment.
3. Branch Office: Foreign companies can establish a branch office in Japan to conduct business activities. A branch office does not have a separate legal entity from its parent company, and the parent company assumes full liability for the branch office’s operations.
4. Representative Office: A representative office is typically established for non-profit activities such as market research, promotion, or liaison purposes. It does not engage in profit-generating activities, and its scope of operations is limited.
5. Unlimited Partnership (Gomei Kaisha): the partners have joint and several liability for the debts and obligations of the company. This means that each partner is personally liable for the company’s liabilities, and their personal assets can be used to satisfy the company’s debts.
6. Limited Partnership Company (Goshi Kaisha): there are two types of partners: general partners and limited partners. General partners have unlimited liability, similar to a Gomei Kaisha, while limited partners have limited liability, meaning their liability is limited to their investment in the company.

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What are the procedures for setting up the Foreign-funded Limited Liability Company in Japan?

To set up a foreign-funded Limited Liability Company (LLC) or Godo Kaisha (GK) in Japan, the following are the general procedures involved:

1. Choose a Company Name: Select a unique name for your GK that complies with the naming conventions in Japan.
2. Establish a Membership Registry: Create a membership registry that lists all the members’ names and addresses.
3. Prepare the Articles of Incorporation: Prepare the Articles of Incorporation, which outline the company’s purpose, capital, registered address, and other essential details. It must be prepared in Japanese and signed by all founders/members.
4. Capitalization: Determine the capitalization of the company. There is no minimum capital requirement, but it should be sufficient for the intended business activities.
5. Submit the Registration Application: Prepare the necessary registration documents, including the Articles of Incorporation, membership registry, application form, and other required forms. Submit these documents to the Legal Affairs Bureau having jurisdiction over the intended business location.
6. Pay Registration Fees: Pay the required registration fees to the Legal Affairs Bureau upon submission of the registration application.
7. Obtain the Certificate of Registration: Once the registration application is processed and approved, the Legal Affairs Bureau will issue a Certificate of Registration. This certificate serves as proof of the company’s establishment.
8. Complete Post-Registration Procedures: After obtaining the Certificate of Registration, complete other necessary post-registration procedures, such as obtaining a company seal (hanko), opening a bank account, and registering with tax authorities.
9. Comply with Additional Requirements: Depending on the nature of your business, you may need to fulfill additional requirements, such as obtaining special licenses or permits.
   

   Submit

   https://www.jetro.go.jp/en/invest/setting_up/section1/page3/

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What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in Japan’s foreign-funded Limited Liability companies?

1. Director:
   • Must be at least 20 years old.
   • Must have a registered address in Japan.
   • There are no specific nationality or residency requirements to be a director in a foreign-funded company in Japan.
   • No requirements regarding director, in principle, all members are executive officers.
2. Manager/Supervisor:
   • The qualifications and requirements for managerial or supervisory positions can vary depending on the company’s internal policies, industry regulations, and job responsibilities.
   • Educational background, relevant work experience, and specific skills may be required based on the nature of the role.
3. Company Secretary:
   • There is no specific position called “company secretary” in the traditional sense in Japanese companies.
   • However, companies in Japan may have administrative or corporate governance roles that are responsible for various secretarial and administrative tasks.
   • The requirements for these positions can vary, but they often involve organizational and administrative skills.
   

   Submit

   https://sarkaroffice.com/JP-Co-Establishment-1102.pdf

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How long the share capital of a Japan Foreign-funded Limited Liability Company must be hold before it can be sold?

In Japan, there is no specific requirement regarding the duration for which the share capital of a foreign-funded Limited Liability Company (GK) must be held before it can be sold.
The share capital of a GK represents the ownership interests of the company’s members (shareholders), and they generally have the flexibility to transfer or sell their shares at any time, subject to any restrictions specified in the company’s Articles of Incorporation or other agreements.

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Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in Japan?

No, it is not a requirement for the incorporation of a foreign-funded Limited Liability Company (LLC) in Japan to have a resident shareholder.
The shareholders of an LLC can be individuals or legal entities, both domestic and foreign.
There are no specific residency requirements imposed on shareholders in Japan’s company law.

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Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in Japan?

No, it is not a requirement for the incorporation of a foreign-funded Limited Liability Company (LLC) in Japan to have a resident director.
The director of an LLC can be an individual from any nationality, and there are no specific residency requirements imposed on directors in Japan’s company law.

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Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in Japan?

In Japan, there is no specific requirement for a company secretary in the incorporation of a foreign-funded Limited Liability Company (LLC).
Unlike in some other jurisdictions, the appointment of a company secretary is not a mandatory requirement in the Japanese company law.

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What are the qualifications of a legal representative in Japan Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in Japan?

1. Age: The legal representative must be at least 20 years old.
2. Capacity to Contract: The legal representative must have the capacity to enter into contracts and make legal decisions on behalf of the company.
3. Authorization: The legal representative is appointed and authorized by the company’s members or shareholders, as specified in the Articles of Incorporation or other relevant agreements.
   Regarding foreign nationals acting as a legal representative in a Japan Foreign-funded LLC:
4. Eligibility: Yes, foreign nationals can act as legal representatives in a Japan Foreign-funded LLC.
5. Residence Requirement: There is no specific requirement for the legal representative to have a place of residence in Japan. However, it is advisable for practical purposes and administrative convenience to have a registered address in Japan to ensure effective communication and fulfill administrative obligations.

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Is it possible to establish a Japan foreign-owned company through an offshore company as holding company?

Yes, it is possible to establish a Japan foreign-owned company through an offshore company acting as a holding company.
This structure is commonly referred to as an “offshore holding company structure” or “holding company subsidiary structure.”

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What are the special features of Japan wholly foreign-owned limited liability corporation (LLC)?

1. Ownership: A wholly foreign-owned LLC allows foreign individuals or entities to have 100% ownership and control over the company without the need for Japanese partners or shareholders. This provides foreign investors with full autonomy and decision-making authority in their business operations in Japan.
2. Limited Liability: Like other forms of LLCs, a wholly foreign-owned LLC offers limited liability protection to its members. This means that the personal assets of the members are generally shielded from the company’s debts and obligations, providing an extra layer of protection.
3. Flexible Management Structure: A GK allows for flexibility in structuring its management. It can have a board of directors and officers who oversee the company’s day-to-day operations. The roles and responsibilities of the directors and officers can be defined based on the company’s needs and requirements.
4. Capital Requirements: There is no minimum capital requirement for a wholly foreign-owned LLC in Japan. The capital can be determined based on the business needs and objectives of the company.
5. Simplified Incorporation Process: The incorporation process for a wholly foreign-owned LLC is relatively straightforward, involving the preparation of articles of incorporation, registration with the Legal Affairs Bureau, and obtaining the Certificate of Registration.
6. Tax Considerations: A GK is subject to taxation in Japan and must comply with the country’s tax laws and regulations. It is important to consider the tax implications and seek professional tax advice to ensure compliance and optimize tax planning.

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Japan Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.
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Are Japan foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

Japan did not have a specific positive or negative list for foreign investment in industries and products.
Instead, the Japanese government generally adopts a more open approach to foreign investment, welcoming foreign capital and technologies across various sectors.
Foreign investment in Japan is regulated under the Foreign Exchange and Foreign Trade Act (FEFTA), which aims to promote international trade and investment while also ensuring national security and protecting important industries.
Under FEFTA, certain activities related to foreign investment may require prior notification or approval from the Japanese government.
However, these regulations are not specific to particular industries or products.

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In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

Japan did not have a specific positive list, restricted list (licensed industries), or prohibited list for foreign investment in terms of industries.
Instead, Japan generally welcomes foreign investment across various sectors without specific restrictions or prohibitions based on industry categories.

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In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

Japan does have a negative list that specifies industries in which foreign investment is restricted or prohibited.
The negative list is commonly referred to as the “Investment Negative List” or “Foreign Investment Restrictions.”

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What are the restriction on foreign investment in Japan? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

Japan does not have a specific minimum share capital requirement for foreign investment.
there are generally no specific restrictions on foreign ownership or shareholding ratios in most industries in Japan.
Foreign investors are generally allowed to own and control a majority or even 100% of a company’s shares, except for certain specific industries or activities that may have specific regulations or licensing requirements.
These restrictions, if any, are not based on the country of origin of the foreign investor, but rather on the specific industry or activity involved.

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What are the licensed industries in Japan?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

In Japan, certain industries are subject to licensing requirements or specific regulations.
These industries, often referred to as “licensed industries” or “regulated industries,” require businesses to obtain specific licenses or permits to operate legally.
The specific licensed industries in Japan can vary, and they may include sectors such as:

1. Banking and financial services: Banks, securities firms, insurance companies, and other financial institutions require licenses from the Financial Services Agency (FSA) or other relevant authorities.
2. Telecommunications: Companies providing telecommunication services require licenses from the Ministry of Internal Affairs and Communications.
3. Pharmaceuticals and medical devices: Companies involved in pharmaceutical manufacturing, distribution, or sales, as well as medical device manufacturers, require licenses from the Pharmaceuticals and Medical Devices Agency (PMDA) or other relevant authorities.
4. Broadcasting: Radio and television broadcasters, as well as cable television operators, require licenses from the Ministry of Internal Affairs and Communications.

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Japan-Foreign-funded Limited Liability Company document certification.
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What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in Japan?
Are there different documents for different countries?

1. Articles of Incorporation: This document outlines the company’s name, address, business purpose, capital structure, and other essential information. It must be prepared and signed by the founders of the company.
2. Proof of Capital: Documents demonstrating the availability and source of the company’s capital. This can include bank statements, letters from financial institutions, or other relevant financial documents.
3. Investor Information: Information about the investors or shareholders, including their names, addresses, nationalities, and shareholding proportions. This may require the submission of shareholder agreements or share transfer documents.
4. Director and Representative Information: Details of the proposed directors and the appointed representative (legal representative) of the company, including their names, addresses, and qualifications.
5. Company Registration Form: A completed company registration form provided by the Legal Affairs Bureau, which includes information about the company’s name, address, business activities, and directors.
6. Resident Card or Passport Copies: Copies of the resident card (for residents in Japan) or passport (for non-residents) of the directors, representative, and shareholders.

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What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in Japan?
Are there different document authentication procedures for different countries?

1. Document Preparation: Prepare the investment-related documents required for establishing the Foreign-funded LLC, such as the articles of incorporation, proof of capital, investor information, director information, and other relevant documents.
2. Notarization: Notarize the documents in the home country of the investor or in a jurisdiction where notarization is recognized. This involves having a qualified notary public verify the authenticity of the documents and affixing their official seal or stamp.
3. Document Authentication: Once the documents are notarized, they need to be authenticated by the competent authority of the home country. This is usually the Ministry of Foreign Affairs or a designated government office responsible for document authentication.
4. Consular Legalization: If required by Japan, the authenticated documents may need to undergo consular legalization at the Japanese embassy or consulate in the home country. This involves verifying the authenticity of the document and attaching the consular seal or stamp.
5. Translation: If the documents are not in Japanese, they will need to be translated into Japanese by a certified translator.
   Different countries may have different notarization, authentication, or legalization procedures.
   R-jp-llc-4 Japan – Bank Account Opening of Foreign Subsidiaries
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   What is the sequence steps of set up a Foreign-funded Limited Liability Company in Japan with share capital paid in place and opening a bank account? Which one should come first?
6. Prepare Investment Documents: Prepare the necessary investment documents, including the articles of incorporation, proof of capital, investor information, director information, and other relevant documents.
7. Establish the LLC: File the required documents with the Legal Affairs Bureau to establish the LLC. This includes submitting the articles of incorporation, company registration form, and other necessary forms. After the registration process is completed, the LLC will be officially established.
8. Obtain a Company Seal (Inkan): Apply for a company seal (inkan) at the local municipality office. The company seal is an important requirement for conducting business transactions in Japan.
9. Open a Bank Account: Once the LLC is established, you can proceed to open a bank account in the company’s name. Prepare the necessary documents, such as company registration certificate, company seal registration certificate, and identification documents for the authorized signatories.
   Since the company’s bank account cannot be opened until the registration is completed, it is necessary to use personal bank account in Japan to deposit the initial capital. The Representative Director’s personal bank account can be used.
   

   Submit

   https://www.juridique.jp/business/incorporation_procedure.php

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What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in Japan?

1. Company Information: Provide details about the LLC, including its name, registered address, business activities, and company registration certificate.
2. Ownership and Shareholding Information: Provide information about the LLC’s shareholders, including their names, addresses, nationalities, and shareholding proportions. This may involve submitting shareholder agreements, share transfer documents, or any other relevant documentation.
3. Director and Authorized Signatory Information: Provide information about the LLC’s directors and authorized signatories, including their names, addresses, and identification documents.
4. Proof of Identity: Provide identification documents, such as passports or resident cards, for the LLC’s directors, authorized signatories, and significant shareholders.
5. Proof of Address: Provide proof of address for the LLC’s directors, authorized signatories, and significant shareholders, such as utility bills or bank statements.
6. Business Plan or Description: Provide a business plan or description of the LLC’s activities, including the sources of funds and expected banking transactions.
7. Company Seal Registration Certificate: Submit the company seal registration certificate obtained from the local municipality office.

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Will the bank require a Japan local director when opening a bank account for a Japan wholly foreign-owned limited liability company (LLC)?

In general, when opening a bank account for a Japan wholly foreign-owned limited liability company (LLC), the bank may not require a Japan local director specifically for that purpose.
The requirement for a local director may vary depending on the bank and their internal policies.
Some banks may have their own criteria and may request the presence of a local director or representative as a condition for opening a bank account.

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Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in Japan?

When opening a bank account with a Foreign-funded Limited Liability Company (LLC) in Japan, the bank may require the foreign legal representative to be physically present for the bank interview.
The specific requirements may vary depending on the bank’s policies and procedures.

R-jp-llc-5 Japan – Staff Work Permit, Visa, and Residence
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Can a Foreign-funded Limited Liability Company in Japan send expatriates to Japan as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Yes.

1. Work Permit (Permission to Engage in Activities Other than Those Permitted by the Status of Residence Previously Granted):
   • Application form: Complete the designated application form.
   • Company sponsorship: The LLC must sponsor the expatriate’s work permit application.
   • Proof of eligibility: Provide documentation to demonstrate the applicant’s qualifications and expertise for the intended role.
   • Job description: Submit a detailed description of the proposed job duties and responsibilities.
   • Employment contract: Provide a copy of the employment contract between the expatriate and the LLC.
2. Visa Application:
   • Certificate of Eligibility (COE): The LLC needs to apply for a COE on behalf of the expatriate at the nearest immigration office or regional immigration bureau in Japan.
   • Visa application form: Complete the designated visa application form.
   • Passport: Provide a valid passport with sufficient validity.
   • Photo: Attach a recent passport-sized photograph.
   • Other supporting documents: Depending on the specific circumstances and visa category, additional documents such as educational certificates, financial documents, or medical certificates may be required.
3. Residence Permit:
   • Upon arrival in Japan, the expatriate should visit the local municipal office with their COE and visa to apply for a residence permit.
   • The residence permit will be issued as a residence card, which serves as an identification card for legal residence in Japan.

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Can a Foreign-funded Limited Liability Company in Japan send expatriates to Japan as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Yes.

1. Work Permit (Permission to Engage in Activities Other than Those Permitted by the Status of Residence Previously Granted):
   • Application form: Complete the designated application form.
   • Company sponsorship: The LLC must sponsor the work permit application for the expatriate employee.
   • Proof of eligibility: Provide documentation to demonstrate the employee’s qualifications and expertise for the intended job role.
   • Job description: Submit a detailed description of the job duties and responsibilities.
   • Employment contract: Provide a copy of the employment contract between the expatriate employee and the LLC.
2. Visa Application:
   • Certificate of Eligibility (COE): The LLC needs to apply for a COE on behalf of the expatriate employee at the nearest immigration office or regional immigration bureau in Japan.
   • Visa application form: Complete the designated visa application form.
   • Passport: Provide a valid passport with sufficient validity.
   • Photo: Attach a recent passport-sized photograph.
   • Other supporting documents: Additional documents may be required based on the specific circumstances and visa category. These may include educational certificates, financial documents, or medical certificates.
3. Residence Permit:
   • Upon arrival in Japan, the expatriate employee should visit the local municipal office with their COE and visa to apply for a residence permit.
   • The residence permit will be issued as a residence card, which serves as an identification card for legal residence in Japan.
   Different countries may have different visa categories or additional requirements for their citizens.

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What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in Japan when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

1. Job offers and qualifications: The LLC must provide a job offer to the foreign employee that meets certain criteria, such as salary, job description, and contract terms. The employee should possess the necessary qualifications, skills, and experience for the job.
2. Salary and benefits: The salary offered to the employee should be in line with industry standards and commensurate with the job role. An annual salary of more than 3 million yen is required for the fields of Advanced specialized/ technical activities and advanced business mangement activities.
3. Company financials: The financial stability of the LLC is considered, including factors such as capitalization, revenue, and profitability. Immigration authorities may assess the financial viability of the company to ensure it can support the employment of foreign workers.
4. Compliance with regulations: The LLC must demonstrate compliance with relevant laws, regulations, and labor standards, including proper registration, tax obligations, and adherence to employment regulations.
5. Genuine need for foreign talent: The LLC must justify the employment of a foreign worker by demonstrating that the position cannot be easily filled by a qualified Japanese candidate and that the foreign employee brings unique skills or expertise to the company.
   Regarding the relationship with salary, capital, and turnover of the LLC, these factors are considered as indicators of the company’s financial health and ability to sustain employment.
   A higher salary, sufficient capitalization, and stable turnover can contribute positively to the evaluation of the application.
   Specific evaluation factors and requirements may vary for different countries and may be subject to change based on government policies and regulations.
   

   Submit

   https://www.globalization-partners.com/globalpedia/japan-employer-of-record/work-visas/#gref
   https://www.ro.emb-japan.go.jp/files/100500331.pdf

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Japan- Registered Address and Operating Address of Foreign-funded Limited Liability Company in Japan.
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What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in Japan?

1. Registered Address: The registered address is the official address of the LLC as registered with the authorities. It serves as the company’s legal address and is used for official communications and documentation. The regulations for the registered address include:
   • Physical presence: The registered address must be a physical location in Japan and cannot be a post office box or virtual office.
   • Availability: The registered address must be available for use by the company and accessible for receiving mail and official correspondence.
   • Notification requirement: Any change of the registered address must be reported to the appropriate authorities within a specified timeframe.
2. Operating Address: The operating address refers to the physical location where the LLC conducts its day-to-day business operations. The regulations for the operating address include:
   • Compliance with zoning regulations: The operating address must comply with local zoning regulations and be suitable for the intended business activities.
   • Permits and licenses: Depending on the nature of the business, specific permits or licenses may be required for operating from a particular address.
   • Accessibility and functionality: The operating address should be easily accessible and suitable for conducting the company’s business operations.

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What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in Japan?

1. Physical Presence: The registered office address must be a physical location in Japan. It cannot be a post office box or a virtual office.
2. Zoning Regulations: The registered office address must comply with local zoning regulations and be suitable for the permitted industry. Certain industries may have specific requirements regarding the location and type of premises.
3. Accessibility: The registered office address should be easily accessible and identifiable. It should be a location where the company can receive mail and official correspondence.
4. Legal Notification: Any change of the registered office address must be reported to the relevant authorities within a specified timeframe. Failure to comply with this requirement may result in penalties or legal consequences.

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Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in Japan.
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Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in Japan?
Is there any requirement for minimum funds to be in place within a certain period?

1. Authorized Share Capital: The authorized share capital refers to the maximum amount of share capital that the LLC is authorized to issue. It is specified in the company’s articles of incorporation. There is no specific minimum or maximum requirement for authorized share capital in Japan.
2. Registered Share Capital: The registered share capital is the portion of the authorized share capital that is registered with the authorities during the company registration process. It represents the initial capital amount with which the company is established. There is no specific minimum requirement for registered share capital in Japan.
3. Paid-up Share Capital: The paid-up share capital refers to the actual amount of capital that has been paid by the shareholders of the LLC. It represents the funds that the company has received and can use for its operations. There is no specific minimum requirement for paid-up share capital in Japan, but it is generally advisable to have sufficient capital to support the company’s planned activities.
   There is no specific requirement for minimum funds to be in place within a certain period.

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What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in Japan?

The authorized share capital, registered share capital, and paid-up share capital are internal financial aspects of the LLC and do not directly impact the government fees.

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Application of Certificate Number for a Foreign-funded Limited Liability Company in Japan
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What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in Japan?

1. Company Registration Certificate: This is the official certificate issued by the legal entity responsible for company registration in Japan. It contains the company’s unique registration number and confirms its legal existence.
2. Articles of Incorporation: These are the documents that outline the company’s purpose, structure, and internal regulations. They are typically registered with the legal entity responsible for company registration and may be required to verify the company’s details.
3. Tax Identification Number (TIN): This is the unique identification number issued by the tax authorities for tax purposes. It is used to identify the company for tax filings and related matters.
4. Social Insurance Number (if applicable): If the company has employees in Japan, it may be required to have a social insurance number for purposes related to social insurance contributions and benefits.
5. Business License (if applicable): Depending on the nature of the company’s business activities, it may be required to obtain specific licenses or permits. The relevant business license number may be requested by the legal entity.

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What are the certificate application for the Foreign-funded Limited Liability Company in Japan as a tax entity?

1. Tax Identification Number (TIN): The LLC may need to apply for a Tax Identification Number, also known as a “Zeirishi Bangō,” from the local tax office. This number is used to identify the company for tax purposes and is necessary for tax filings, reporting, and communication with tax authorities.
2. Blue Return (Gensenchō) Application: The Blue Return is the tax return form for corporations in Japan. The LLC may need to submit the Blue Return application to the tax office to register as a tax entity and receive the necessary tax return forms.
3. Consumption Tax Registration: If the LLC engages in taxable activities subject to consumption tax (sales tax), it may need to apply for consumption tax registration. This registration enables the company to collect and remit consumption tax on its sales.
4. Payroll Tax Registration: If the LLC has employees in Japan, it may need to apply for payroll tax registration. This registration is required for deducting and remitting income tax and social insurance contributions from employee salaries.
5. Withholding Tax Registration (if applicable): Depending on the company’s activities and transactions, it may need to apply for withholding tax registration. This registration allows the company to withhold and remit taxes on certain types of payments made to non-resident individuals or entities.

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What are the certificate application for Foreign-funded Limited Liability Company in Japan in relation to withholding tax on salary and employee benefits?

1. Withholding Tax Registration: The LLC may need to apply for withholding tax registration, known as “Kakutei-shinkoku Toroku” or “Choshu-hyo,” with the tax authorities. This registration allows the company to withhold income tax from employee salaries and remit it to the tax office on their behalf.
2. Employee Withholding Tax Cards: The LLC may need to apply for employee withholding tax cards, also known as “Gensen Choshu-hyo.” These cards serve as official records of the employee’s withholding tax status and are used to calculate and withhold the appropriate amount of income tax from their salaries.
3. Social Insurance Registration: If the LLC has employees in Japan, it may be required to register with the social insurance authorities for purposes of deducting and remitting social insurance contributions, such as health insurance and pension contributions, from employee salaries.

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What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in Japan?

1. Business License or Permits: Depending on the nature of the company’s activities, it may need to obtain specific business licenses or permits from relevant government authorities. These licenses or permits authorize the LLC to operate in regulated industries or engage in certain types of business activities.
2. Environmental Permits: If the LLC’s operations have an environmental impact, it may be required to obtain environmental permits or approvals from environmental agencies to ensure compliance with environmental regulations.
3. Export or Import Licenses: If the LLC is involved in import/export activities, it may need to obtain appropriate licenses or registrations from customs authorities to facilitate international trade.
4. Intellectual Property Registrations: If the LLC wants to protect its intellectual property, it may consider applying for trademark registrations, patents, or copyrights with the relevant intellectual property offices.

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To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in Japan need to apply for?
National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

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Incorporation procedures of Japan-Foreign-funded Limited Liability Company and key matters
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What are the procedures of setting up a Foreign-funded Limited Liability Company in Japan? Documents required? Competent Government unit? Websites?

1. Determine the Business Structure: Decide on the type of company structure you wish to establish, such as a Kabushiki Kaisha (KK) or Godo Kaisha (GK).
2. Choose a Company Name: Select a unique name for your company and ensure it complies with Japan’s naming regulations.
3. Prepare the Articles of Incorporation: Draft the Articles of Incorporation, which outline the company’s purpose, capital, governance structure, and other essential details. The articles must be notarized or prepared by a notary public.
4. Appoint Directors and Representatives: Identify the directors and representatives who will manage the company’s operations and make important decisions on its behalf.
5. Prepare the Shareholders’ Agreement: If there are multiple shareholders, it is advisable to create a shareholders’ agreement to outline their rights, responsibilities, and shareholding percentages.
6. Obtain a Registered Seal (Inkan): Each company in Japan must have a registered seal, which serves as the company’s official stamp for legal documents and contracts.
7. Secure the Registered Address: Obtain a registered address for your company, which can be a physical office or a registered agent’s address.
8. Submit the Required Documents: Prepare the necessary documents, including the Articles of Incorporation, company registration form, directors’ and representatives’ information, and the registered address certificate. These documents must be submitted to the competent government unit.
9. Pay the Registration Fees: Pay the required registration fees to complete the company registration process.
   The competent government unit for company registration in Japan is typically the Legal Affairs Bureau (Homukyoku) or the Regional Legal Affairs Bureau (Chiho Homukyoku) in the jurisdiction where the company will be located.
   For more detailed information, it is advisable to consult the official websites of relevant government agencies, such as the Ministry of Justice and the Ministry of Economy, Trade and Industry in Japan.
   These websites provide guidance, forms, and resources related to company registration and foreign investment in Japan.

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What are key consideration matters of when deciding to set up foreign-funded limited liability company in Japan?

1. Market Analysis: Conduct a thorough analysis of the Japanese market to assess the demand for your products or services, competition, and potential customer base. Consider factors such as market size, growth potential, and regulatory environment.
2. Legal and Regulatory Requirements: Familiarize yourself with the legal and regulatory requirements for foreign investment and company registration in Japan. Understand the specific rules, procedures, and restrictions applicable to foreign-owned companies.
3. Business Structure: Determine the most suitable business structure for your company, such as a Kabushiki Kaisha (KK) or Godo Kaisha (GK). Consider factors such as ownership structure, governance, and liability.
4. Capital Requirements: Evaluate the capital requirements for your business, including the initial investment and ongoing operational expenses. Determine the appropriate share capital and consider the implications for the company’s financial stability and growth.
5. Tax Considerations: Understand the tax obligations and incentives applicable to foreign-funded companies in Japan. Consider factors such as corporate tax rates, withholding taxes, and tax treaties between Japan and your home country.
6. Human Resources: Assess the availability of skilled labor and consider the hiring and management of local and/or expatriate staff. Understand the labor laws, employment regulations, and cultural considerations in Japan.
7. Market Entry Strategy: Develop a comprehensive market entry strategy that includes marketing, distribution, and sales channels, as well as localization and adaptation of products or services to the Japanese market.
8. Local Partnerships and Networks: Consider forming partnerships or alliances with local companies or individuals to leverage their knowledge, expertise, and networks in Japan. This can help navigate cultural, legal, and business challenges.
9. Financial Planning and Funding: Develop a financial plan that includes budgeting, cash flow projections, and funding sources. Explore options for financing, including bank loans, venture capital, or government support programs.
10. Risk Management: Identify and assess potential risks and challenges associated with operating a foreign-funded company in Japan. Consider factors such as political stability, currency exchange rates, intellectual property protection, and legal disputes.

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