These procedures need to be conducted to register a Godo-Kaisha [GK] Limited Liability Co (LLC), a subsidiary (a legal entity) of a foreign company in Japan. The post-incorporation immediate legal mandatory procedural requirement in Japan. A foreign company willing to establish a subsidiary company may choose either a Limited Liability Company (LLC), Godo-Kaisha (G.K.), or a Joint-stock corporation, Kabushiki-Kaisha [K.K.] or a similar entity stipulated by Japan's Companies Act. There are formats such as unlimited partnerships (Gomei-Kaisha) and limited partnerships (Goshi-Kaisha) under the Companies Act. Still, they are rarely chosen in practice because equity participants burden with unlimited rather than a limited liability. A subsidiary is a separate legal entity from a foreign company; therefore, a foreign company will bear the liability of an equity participant stipulated by law for all debts and credits generated by the subsidiary's activities. The minimum requirement for establishing a GK co / LLC, subsidiary co in Japan: # A “local address in Japan” for the co.’s “Registered Office Address” (physical address and not a P.O. Box) # A local “Resident in Japan” (Japanese or foreigner) as a "Resident Director / Executive Officer" (in case of a foreigner, his / her “Visa status” need to be appropriate for said role as per immigration law) Note: Effective Mar’15, Japanese govt. has allowed foreign co. to register a local subsidiary co. in Japan without a local “Resident in Japan.” [In case of G.K. Co., the overseas investor must be a corporation] Disclaimer: This information is for illustration purposes, no warranty is given that it is free from error or omission, and Sarkar Office® cannot be held liable for any decision made based on this information only!

1. "Since 1993"
"One Stop Solution" for Business & Administrative requirements pre-entry & post-entry level support [1]
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Opening of Godo-Kaisha (G.K. Co.)[Limited Liability Co] LLC in Japan
G.K. subsidiary of a foreign co. in Japan – Corporate Shareholding
The below-mentioned procedures need to be conducted in order to register a G.K. Co., [legal-entity]
subsidiary of a foreign co. in Japan.
Basic Flow of procedures for opening a G.K. (legal-entity) in Japan
Determination of profile of G.K .Co. to be established (see Note below)
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Advice re G.K. Co.'s local registered address & local Resident in Japan
[P.S. Refer to notes re establishing “subsidiary co.” in Japan without local “Resident in Japan” ]
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Local Resident in Japan – Personal Seal Certificates 2 originals (issued within 3 months)
[P.S. Refer to notes re establishing “subsidiary co.” in Japan without local “Resident in Japan” ]
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Preparation of drafts regarding: “Affidavit” re profile of Parent co; “Signature Certificates” of Rep. Director of
Parent co. & overseas Member / Executive Officer(s) of G.K. Co.
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Affidavits & Signature Certificates attestion at a notary public office in home country
[Please send soft copies by mail and hold the originals & dispatch timing will be informed]
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Preparation of G.K. Co.'s Articles of Incorporation
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Signature of Rep. Dir, Member / Exec. Officer(s) (parent co) & seal of local Resident in Japan on co. registration docs
[P.S. Refer to notes re establishing “subsidiary co.” in Japan without local “Resident in Japan” ]
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Paid-up Capital: Remittance of G.K's paid-up capital / equity amount to Japan local resident’s Personal bank account (proof of capital)
bank a/c passbook front-page, inner front both side & page showing remitance & deposit made, soft-copy required.
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Attestation of G.K. Co.'s Articles of Incorporation by licensed Co. incorporation Attorney
(Japanese notary public notarization is not required)
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Application to Legal Affairs Bureau for G.K. Company & Co. seal(s)[stamp] registration
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Obtaining G.K. Co registration certificate and co. seal registration certificate(s) from Legal Affairs Bureau
(approx. within 2 weeks after application for registration)
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Completion of Incorporation of GK Co
G.K. Co. registration Certificate, Co. seal Certificate(s), physical Co. seal(s)/stamp & Articles of Incorporation ready
Note: The co. profile should contain info. 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 & fill up the information on
“Incorporation Instruction form” etc.
# For Individual equity holding: the procedure is almost same except that the Affidavit etc. is
not required

2. "Since 1993"
"One Stop Solution" for Business & Administrative requirements pre-entry & post-entry level support [2]
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GK Co Post-Incorporation mandatory procedures in Japan
Mandatory Notification to the Bank of Japan for foreign subsidiary co.
(Prior notification re co. establishment may be required in certain sectors)
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Mandatory Notification to National & Local Tax authorities
(Report for Commencement of Business,; Application for Blue Form Return, Notification re incorporation of a Japanese co.; Notification
of Est /Move /Closure, etc Salary payment; Application for withholding income tax notification & special case re time for payment etc.)
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Completion of G.K. Co. Post-Registration mandatory procedures in Japan
Ready for client: Office copy of all notification with duly receipt endorsement stamp of the govt. authorities
All “Original docs, Co seal, Notification acknowledgement hard copy etc” is ready
Please note the followings (for refrence only):
Re Opening of a Corporate Bank Account (Futsu Koza – Ordinary Account)
Upon completion of the Co registration client will be in a position to apply for opening of a corporate bank a/c in
Japan. Please note that with some changes in the banking system in Japan for opening of corporate bank account
with major banks in Japan has become very stringent and the screening process and procedure varies bank to
bank but as a general guideline it may take 2~4 weeks and the decision is at the discretion of the bank.
Re Japan's social security system:
Re Social Insurance: Generally, Health, Nursing Care and Employees' Pension Insurances are referred to
collectively as "social insurance."
Re Labor isurance: Generally, Workers' Accident Compensation Insurance and Employment Insurance are known
collectively as "labor insurance,"
The Co. must enter these insurance systems at the time of hiring first staff or paying salary to local resident
“Exec. Officer/member(s)” by submitting labor and social insurance notification forms to the relevant authorities.
Re Individual / Personal Income Tax: It is madatory for the Co. to deduct withholding income tax from salary of
staff & local “Executive Officer/member(s)” and follow the procedure as per local regulation & making payments.
Corporate Annual Tax return and tax payment
The Co. must file annual tax return for corporate tax, corporate inhabitant tax and enterprise tax on their income
within two months from the day following the last day of each financial year.
Consumption tax: Self assesment and payment as per the local regulation. Tax-exempt enterprises: Corporation
whose taxable sales in a fiscal year less than 10M yen. Current tax rate is 8%
The above procedures re subsidiary co. incorporation in Japan is for illustration purpose.
Disclaimer: This information is for illustration purpose, no warranty is given that it is free from error or omission, and
Sarkar Office® cannot be held liable for any decision made based on this information only!