The Incorporation Process

Incorporating a company in Japan means registering a KK or GK at the Legal Affairs Bureau and then making the new entity operable with certificates, a bank account, and tax notifications.¹² The Bureau filing itself is the legal moment of birth, but bank screening and post-registration filings usually determine how soon you can actually trade.

Confirm current details with official sources

Procedures, fees, and requirements can change. Confirm current details at the Ministry of Justice Legal Affairs Bureau site and JETRO's Setting Up Business pages. This article is general information, not legal, tax, or immigration advice; for your specific case, consult a licensed shiho-shoshi (司法書士, judicial scrivener) for the registration filing or a zeirishi (税理士, tax accountant) for post-registration tax filings.

Overview

This article covers the full sequence for an active incorporator: name and seal preparation, articles and notarization, capital deposit, Bureau registration, certificates, corporate bank account, and establishment notifications.¹²³ It applies to domestic and foreign-national founders forming a stock company or limited liability company, including 100 percent foreign-owned companies with no resident director since the March 2015 notice.⁴

A 株式会社 (kabushiki kaisha, KK, "stock company") is formed by registering its establishment at its head-office location, and the filing date counts as the establishment date.¹ A 合同会社 (gōdō kaisha, GK, "limited liability company") follows the same formation-by-registration rule at its head-office location.² You file at the registry office with jurisdiction over that address, in writing or online.¹²

Foreign nationals face possible preliminaries outside the Bureau flow, such as residence-status applications and Foreign Exchange and Foreign Trade Act reports, which MOJ routes to a specialist.¹² JETRO estimates about two months from company-profile decision to certificates for a KK and about one month for a GK (as of 2026-09; confirm current timelines with JETRO).³

Before you file: name, seal, and capital decisions

Settle the name, the seal, and the capital figure before drafting the articles, because all three recur in the filing package.

Confirm the company name

The trade name is a mandatory registered matter for both KK and GK filings.¹² JETRO's KK, GK, and branch flows all include an identical-corporate-name examination at the Legal Affairs Bureau before filing.³

The articles for either entity must state the 商号 (shōgō, "trade name") and the head-office location as absolute description matters.¹² Practitioner guidance adds that the registered name must carry its entity suffix, 株式会社 for a KK or 合同会社 for a GK (limitation: practitioner source; MOJ states the trade-name requirement without phrasing the suffix rule in the fetched text).⁵

Ask the Bureau office with jurisdiction over your head-office address to check availability rather than assuming a nationwide-unique name search suffices. The check is quick, and a rejected name costs more time than the inquiry.

Prepare the company seal

Japan's registration system still runs on seals. The company seal is registered at the Legal Affairs Bureau together with the establishment application through a seal registration form bearing the company's seal impression and the representative's individual seal impression.¹²

For a written application, attach the representative's individual registered seal certificate from the municipal mayor, dated within three months.¹² A foreign national without a municipally registered seal may instead attach a signature certificate prepared by home-country authorities, including consular authorities.⁴

After establishment, request a seal registration card and seal impression certificates, plus an electronic certificate if you plan online filings.¹² A carved company seal typically costs 5,000 to 15,000 JPY (as of 2026-03; confirm current prices with the seal vendor).⁶

Order the seal early so filing never waits on carving

Seal carving takes a few days and the filing cannot proceed without the seal registration form. Order the seal while the articles are being drafted.

Terminology

• 印鑑証明書 (inkan shōmeisho, "seal impression certificate"): the Bureau-issued proof counterparties ask for on contracts and bank forms.³

Decide the stated capital amount

The amount of stated capital is a mandatory registered matter for both entity types.¹² The legal minimum is 1 JPY for both KK and GK (limitation: practitioner sources, consistent across all secondary sources scanned).⁶⁷

In practice, practitioner guidance recommends at least 1,000,000 JPY for smoother bank and visa processes (as of 2026-09; confirm current practice with your scrivener or bank).⁷ The 資本金 (shihonkin, "stated capital") figure also sets the registration tax, so raising it raises the filing fee.

KK incorporators must pay in the full subscribed amount, or fully deliver non-cash property, without delay after subscription, with cash going to a bank designated by the incorporator.¹ GK members must pay the full contribution or deliver non-cash property by incorporation registration, after preparing the articles.² Eligible payment institutions include domestic bank offices in Japan, domestic branches of foreign banks, and overseas branches of domestic banks.¹

A third person, even a juridical person, who is neither incorporator nor director at incorporation may hold the deposit passbook account, with an added power of attorney delegating that right.⁴

Articles of incorporation and notarization

The 定款 (teikan, "articles of incorporation") is the company's charter and the core filing attachment. KK incorporators must prepare articles signed or sealed by all incorporators.¹ The five absolute description matters are purpose, trade name, head-office location, value of property contributed (or its lower limit), and incorporator names and addresses.¹

KK articles must then receive certification by a notary belonging to the Legal Affairs Bureau with jurisdiction over the head-office location, handled at that area's notary public office.¹ Contact the office in advance, since the appointment gates the rest of the sequence.

GK members prepare articles signed or sealed by all members, with six absolute description matters: purpose, trade name, head-office location, member names and addresses, a statement that all members are limited-liability members, and each contribution's purpose and value or valuation standard.² GK articles need no notary certification.²

Both entities distinguish absolute, relative, and optional matters. Relative matters such as share-transfer restrictions take effect only if recorded in the articles.¹² The articles must be written in Japanese, and copying a template without tailoring risks an expensive later amendment (limitation: practitioner source for the language and template warning).⁵

Notarization costs 30,000 to 50,000 JPY depending on capital, plus a 40,000 JPY stamp duty for paper articles, while electronic articles avoid the stamp duty entirely (as of 2026-03; confirm current fees with the notary office).⁶ The table below carries the currency signal for each row.

Item	Amount	As of	Notes
KK notary certification	30,000–50,000 JPY	2026-036	By capital band
Stamp duty, paper KK articles	40,000 JPY	2026-036	Electronic articles: 0 JPY
Company seal carving	5,000–15,000 JPY	2026-036	Before filing

KK incorporators elect directors at incorporation without delay after contributions are performed, and those directors investigate the establishment procedures before filing.¹ The investigation confirms contributions were fulfilled, in-kind valuations are reasonable, and nothing violates law or the articles.¹

Missing KK notarization fails the filing outright

GK articles file exactly as drafted, but KK articles without notary certification do not. Confirm the notary seal before assembling the Bureau package.¹²

Terminology

• 公証人 (kōshōnin, "notary public"): certifies KK articles for the head-office jurisdiction.¹
• 発起人 (hokkinin, "incorporator"): a KK founder who subscribes shares at incorporation.¹

Capital deposit and registration filing

The filing sequence below is the legal core of the process. The following diagram shows how deposit, internal appointments, and the Bureau filing connect.

Deposit the stated capital

For a KK, cash goes to the incorporator-designated bank, and proof is a payment certificate prepared by the representative director at incorporation plus a passbook copy or transaction statement.¹ For a GK, a contribution receipt prepared by the representative member may serve as proof, with no bank-payment restriction equivalent to the KK rule.²

Deposit after the articles are complete and before the registration filing (limitation: practitioner sequencing summary consistent with MOJ ordering).⁶ Pre-incorporation capital sits in a founder or director personal account, not a corporate account, because the corporate account cannot be opened until after registration.³⁷

File the incorporation registration

A KK registers within two weeks from the later of completion of the directors' investigation or the date fixed by the incorporator.¹ The applicant for either entity is the person who is to represent the company, or its agent.¹²

Main KK attachments include the notarized articles, incorporator consents, directors' acceptance letters, payment proof, registered seal certificates, identity verification documents, and capital-appropriation statements, with cash-only filings omitting the last item.¹ Main GK attachments include the articles with no notary certification, business-execution consents, contribution payment proof, the seal registration form with seal certificates, and agency authority documents where applicable.²

The registration and license tax for a KK is stated capital multiplied by 7/1,000, with a minimum of 150,000 JPY per application, paid with revenue stamps on the form (as of 2026-09; confirm current figures with the Legal Affairs Bureau).¹ The equivalent GK tax is stated capital multiplied by 7/1,000, with a minimum of 60,000 JPY (as of 2026-09).² Registration itself is fast once filed, about three business days outside peak periods, with qualifying fully online applications processed within 24 hours (as of 2026-03).⁶

Item	Amount	As of	Notes
KK registration and license tax	0.7 percent of capital, minimum 150,000 JPY	2026-091	Revenue stamps on the form
GK registration and license tax	0.7 percent of capital, minimum 60,000 JPY	2026-092	Revenue stamps on the form

Terminology

• 登録免許税 (tōroku menkyozei, "registration and license tax"): the filing tax paid with revenue stamps.¹
• 収入印紙 (shūnyū inshi, "revenue stamp"): purchased at post offices and affixed to the application.¹

After registration: certificates, bank account, and notifications

Registration makes the company exist, but certificates, banking, and notifications make it operable.

Receive the registration certificate and seal certificate

After registration, obtain the certificate of registered information and the company seal impression certificate, approximately within two weeks counting from four days after the application (as of 2026-09; confirm current processing times with the Bureau).³ Branch filings take longer, around three to four weeks in JETRO's branch flow.³

The company officially exists from the filing date, not the certificate-issuance date (limitation: practitioner source; consistent with the formation-by-registration rule).⁷ Post-establishment options include a seal registration card, electronic certification, and for a KK, filing or requesting copies of the beneficial-owner list.¹

Terminology

• 登記事項証明書 (tōki jikō shōmeisho, "certificate of registered information"): the Bureau extract proving the company's registered matters.³

Open the permanent corporate bank account

The corporate account under the company name opens after registration and certificate acquisition in both JETRO's KK and GK flows.³ There is no pre-registration corporate account in the official sequence; the capital sits in a designated personal account until this point.³⁷

Banks screen for business substance with Japanese-language materials and a local representative, and foreign-owned companies commonly face two to four weeks of review (as of 2026-03; confirm current screening with your bank).⁷ JETRO adds that each bank applies its own undisclosed comprehensive screening and may decline an application, so incomplete submissions or slow responses count against you.⁸

Start the bank conversation before registration completes

Bank screening routinely outlasts the Bureau filing itself. Prepare the business plan, lease, certificates, and seal documents in parallel so the account application can go in immediately after certificates arrive.³⁷

File establishment notifications

File the notification of incorporation with the tax office within two months of incorporation.⁹ File the salary-paying office notification within one month of establishment.⁹ Apply for blue-return approval by the earlier of three months after incorporation or the last day of the first business year.⁹

Also file incorporation or branch-establishment notifications with each prefectural and municipal tax office; a Tokyo head office notifies within 15 days of start of business.⁹ The NTA publishes an English guideline summarizing corporation-establishment notification procedures, based on notifications as of 2020-11-30.¹⁰

Hiring triggers its own clocks. File labor-insurance relationship establishment and estimated-contribution declarations within 10 days of hiring, employment-insurance coverage notification within 10 days of first hiring, and health and employees' pension first-time coverage and insured-status acquisition notifications within five days.⁹ JETRO notes that corporate representatives, including representative directors, count as employees for these purposes.⁹

Notification	Deadline	Office
Incorporation notification	Within 2 months of incorporation	Tax office9
Salary-paying office notification	Within 1 month	Tax office9
Blue-return approval application	Earlier of 3 months post-incorporation or first year-end	Tax office9
Prefectural and municipal notification	15 days from start of business in Tokyo	Prefecture and municipality9
Labor and employment insurance	Within 10 days of hiring	Labor standards inspection office and Hello Work9
Health and pension coverage	Within 5 days of hiring	Pension office9

Terminology

• 法人設立届出書 (hōjin setsuritsu todokedesho, "notification of corporation establishment"): the tax-office incorporation notice.⁹
• 青色申告 (aoiro shinkoku, "blue-form tax return"): the approved return system with special deductions.⁹

Costs and timelines

Government filing costs for a KK total roughly 200,000 to 250,000 JPY: the 150,000 JPY registration minimum plus 30,000 to 50,000 JPY in notary fees plus the 40,000 JPY paper stamp duty, or zero with electronic articles (as of 2026-03; confirm current figures with the Bureau and notary office).¹⁶ GK government costs total roughly 60,000 to 100,000 JPY: the 60,000 JPY registration minimum plus seal costs, with no notary or stamp duty (as of 2026-03).²⁶

Assisted filings add professional service fees: scrivener support commonly runs 60,000 to 100,000 JPY for a KK or 50,000 to 80,000 JPY for a GK, with tax-accountant bookkeeping and filing on monthly retainer on top (as of 2026-03).⁷ Filing commercial-registration applications as attorney-in-fact is the exclusive province of judicial scriveners and attorneys-at-law.⁸

Overall elapsed time is typically three to six weeks from ready documents to registration, with bank-account opening adding further weeks (as of 2026-09).³ JETRO's profile-to-certificate estimate runs about two months for a KK and about one month for a GK (as of 2026-09).³

Item	Amount	As of	Notes
KK registration minimum	150,000 JPY	2026-091	Plus notary and stamp duty
KK notary	30,000–50,000 JPY	2026-036	By capital band
KK paper stamp duty	40,000 JPY	2026-036	Electronic: 0 JPY
GK registration minimum	60,000 JPY	2026-092	No notary needed
Seal carving	5,000–15,000 JPY	2026-036	Before filing
Professional services (scrivener)	50,000–100,000 JPY	2026-037	50,000–80,000 GK; 60,000–100,000 KK

Good to know

The bank account is usually the slowest step, not the Bureau filing

Registration completes in days to two weeks after filing, while corporate bank-account screening commonly adds two to four weeks of bank-dependent review (as of 2026-03).³⁷ Plan operating cash and contract timing around the account, not the registration date.

Electronic articles save the stamp duty for a KK

Paper KK articles add a 40,000 JPY stamp duty that electronic articles avoid entirely (as of 2026-03).⁶ Notary fees of 30,000 to 50,000 JPY apply either way, so the electronic route saves exactly the stamp-duty line.⁶

A missing notarization rejects a KK filing but a GK never needs one

MOJ requires notary certification for KK articles and expressly states GK articles need none.¹² Confirm the notary seal is on the KK package before traveling to the Bureau, since this is the most common entity-type filing error in practitioner guides.⁵

Registration fees are only part of the first bill

The registration minimum is the floor, not the total. KK filers add seal carving plus notary plus stamp duty over the 150,000 JPY minimum, while GK filers add seal costs over the 60,000 JPY minimum, and assisted filings add scrivener fees of 50,000 to 100,000 JPY on top (as of 2026-03).¹²⁷

Virtual-office addresses can fail bank and visa screening

A virtual-office address may suffice for the Bureau registration but fail bank or immigration substance checks (limitation: bank and immigration practice, not the Companies Act filing rule).⁷ Secure a physical address that survives both screenings before filing if you need a visa or a prompt account opening.

See also

• Registering as a Sole Proprietor (Kojin Jigyounushi)
• Side-Business While Employed: What's Allowed
• Invoicing and the Qualified Invoice (Inbosu) System
• Can You Freelance on Your Visa?
• Business Manager Visa Requirements for Founders
• Corporate Accounting and Tax Filing

References

Footnotes

1. Ministry of Justice. "Procedures for Establishment of Stock Companies (establishment by initiative)". https://www.moj.go.jp/EN/MINJI/m_minji06_00001.html ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶ ↩⁷ ↩⁸ ↩⁹ ↩¹⁰ ↩¹¹ ↩¹² ↩¹³ ↩¹⁴ ↩¹⁵ ↩¹⁶ ↩¹⁷ ↩¹⁸ ↩¹⁹ ↩²⁰ ↩²¹ ↩²² ↩²³ ↩²⁴ ↩²⁵ ↩²⁶ ↩²⁷ ↩²⁸ ↩²⁹ ↩³⁰ ↩³¹ ↩³² ↩³³ ↩³⁴ ↩³⁵

2. Ministry of Justice. "Procedures for Establishment of Limited Liability Companies". https://www.moj.go.jp/EN/MINJI/m_minji06_00003.html ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶ ↩⁷ ↩⁸ ↩⁹ ↩¹⁰ ↩¹¹ ↩¹² ↩¹³ ↩¹⁴ ↩¹⁵ ↩¹⁶ ↩¹⁷ ↩¹⁸ ↩¹⁹ ↩²⁰ ↩²¹ ↩²² ↩²³ ↩²⁴ ↩²⁵

3. JETRO. "1.3 Procedures for registering establishment, Section 1. Incorporating Your Business". https://www.jetro.go.jp/en/invest/setting_up/section1/page3.html ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶ ↩⁷ ↩⁸ ↩⁹ ↩¹⁰ ↩¹¹ ↩¹² ↩¹³ ↩¹⁴

4. Ministry of Justice. "Procedures of commercial and corporation registration for foreign nationals and expatriates". https://www.moj.go.jp/ENGLISH/m_minji06_00004.html ↩ ↩² ↩³

5. weConnect. "Articles of Incorporation in Japan: Requirements and Timelines". https://weconnect.co/japan/articles-of-incorporation-requirements/ ↩ ↩² ↩³

6. AQ Partners. "What Documents Do I Need to Incorporate a Foreign Company in Japan" (2026-03-11). https://www.aqpartners.jp/blog/documents-needed-incorporate-foreign-company-japan ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶ ↩⁷ ↩⁸ ↩⁹ ↩¹⁰ ↩¹¹ ↩¹² ↩¹³ ↩¹⁴ ↩¹⁵

7. e-zeirishi / TaxMatch Japan. "KK vs GK: Starting a Company in Japan as a Foreigner" (updated 2026-03-25). https://e-zeirishi.com/en/kk-vs-gk-starting-company-japan-foreigners ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶ ↩⁷ ↩⁸ ↩⁹ ↩¹⁰ ↩¹¹ ↩¹²

8. JETRO. "Reference: Consultation with specialists on business establishment, Section 1". https://www.jetro.go.jp/en/invest/setting_up/section1/reference.html ↩ ↩²

9. JETRO. "1.6 Notifications required after registration, Section 1. Incorporating Your Business". https://www.jetro.go.jp/en/invest/setting_up/section1/page6.html ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶ ↩⁷ ↩⁸ ↩⁹ ↩¹⁰ ↩¹¹ ↩¹² ↩¹³ ↩¹⁴

10. National Tax Agency. "Guidelines for Notification of Corporation Establishment, etc." (notifications as of 2020-11-30). https://www.nta.go.jp/english/Guidelines.htm ↩