Flow to open Godo Kaisha
Flows for registration:
1: Research of the similar trade names
Legally it’s allowed to use the identical trade name to another company. But it can be considered as an unfair competition and cause some trouble. It’s better to avoid using similar trade name to well known famous companies, big companies, or companies located near to the head office of company to open.
We can do the research instead of you. It’s better to think 2 or 3 trade names before starting procedures.
2. Purchase a company seals
It’s required to register a company seal to Japanese legal affair bureau (Homukyoku). Registered seal can be used same as the signature of the director of company. For many procedures, it’s required in Japan.
Normally Japanese companies purchase 3 seals for their business. One rounded seal for registered seal, another rounded one for seal registered to the banks, and squared one for putting on invoices.
We can buy it for you, if you want. It has price range depending on the numbers of seals to purchase, and their materials.
3. Prepare certificate of seal impression or affidavit of representative partner
Company seal is registered under the name of representative partner. And a certificate of seal impression of the representative partner who submit company seal is one of the required documents to open GK.
For foreign residents, affidavit or declaration notarized by foreign notary public is required instead.
4. Draft articles of incorporation
Articles of incorporation is a document which specify structure of the company, for example organs, business purposes, place of head office, shares, stock option and etc.
Basically it is prepared in Japanese language. With option service, we can prepare it in a bilingual form, Japanese and English.
Notarization of articles of incorporation is not required, not like KK.
5. Decide location of head office
Location of head office is one of the registered matters. Normally you will need to rent a place to use it as registered head office.
Residential property can be also used as registered office. But if you need some type of business license, you need to check its requirement. You can’t get some types of licenses if the lease agreement is for residential purpose.
6. Appoint executive manager (only partners of legal persons)
If executive partner of your company is legal person, it must appoint individual as its executive manager (Shokumu sikkosha). Executive partners, representative partners, and executive managers are registered in company certificate.
7. Payment of capital
Incorporators pay paid in capital to initial representive partner. Normally payment is made into Japanese bank account of representative partner.
8. Application for the registration
It takes 0.7% of stated capital, but minimum amount is 150,000 yen, as registration tax.
9. Company is registered
It takes 3 days to 2 weeks from the date of the application. After it’s done, you can get company certificates of your company.
Procedures after the establishment
1. Notification to tax office
It’s required to submit notifications to the tax office which has jurisdiction over head office of the company. It is about commencement of business. It must be submitted within 2 months after the establishment.
The date of establishment is not the date when the registration is done. It is the date of application for registration, as you can see it in company certificate.
2. Notification to Bank of Japan
If a foreign resident, including foreign company, acquire shares of Japanese company, he/she needs to submit notification to Bank of Japan. Bank of Japan is not normal bank. It is Japanese national bank, and something like government.
3. Creation of corporate bank account
You can apply for bank account. You need a company certificate to apply for one.
4. Apply for business licenses
Certain types of businesses require license to start related businesses. For applications for most of licenses, company certificate is required.
5. Apply for business visa
Company certificate is one of the required document to apply for visa. Also notifications to tax office must be submitted before working visa applications.