Establishing a company in Japan

Establishing a company in Japan offers entrepreneurs a gateway into one of the world’s most advanced and stable economies. Known for its innovation, strong corporate culture, and global competitiveness, Japan continues to attract international investors across multiple sectors — especially in technology and advanced manufacturing.

Country Overview

  • Official Name: Japan (Nihon-koku or Nippon-koku)
  • Capital City: Tokyo
  • Population: Approximately 126.8 million (as of 2017)
  • Official Language: Japanese
  • Religion: Shinto and Buddhism are the dominant religions
  • Climate: Varies from subtropical in the south to temperate in the north
  • Time Zone: UTC+09:00
  • Telephone Code: +81
  • Currency: Japanese Yen (JPY)

Why Start a Business in Japan?

While establishing a company in Japan can involve complex procedures and initial challenges, the long-term benefits are significant. Japan is ranked 6th globally in competitiveness by the World Economic Forum and holds the 2nd highest rank among Asian countries. With a solid legal framework, skilled workforce, and reliable infrastructure, Japan provides a strong foundation for sustainable business growth.

Japan’s corporate environment is particularly attractive in the following sectors:

  • Robotics and Automation
  • Medical Devices and Biotechnology
  • Clean Energy and Environmental Tech
  • Satellite Communications and Aerospace
  • Water Processing and Sustainability Technologies

To succeed in Japan’s unique market, companies are advised to define their niche precisely and tailor their products to the specific needs of Japanese consumers and industries.

Types of Companies in Japan

When starting a business in Japan, there are four primary types of corporate structures to consider:

1.Kabushiki Kaisha (KK) – Joint Stock Company

  • Most common and prestigious form for larger businesses
  • Suitable for public listing in the future
  • Requires articles of incorporation and a board structure

2.Godo Kaisha (GK) – Limited Liability Company

  • Simplified, more flexible structure
  • Often used by foreign subsidiaries or startups
  • Requires fewer formalities than a KK

3.Gomei Kaisha – General Partnership Company

  • Partners have unlimited liability
  • Less commonly used by foreign investors

4.Goshi Kaisha – Limited Partnership Company

  • Suitable for joint ventures and certain investment projects
  • Includes general partners (unlimited liability) and limited partners (liability limited to contribution)

Each structure has its own advantages depending on the scale, control, and purpose of the business. It is important to weigh tax treatment, liability exposure, and investor preferences before establishing a company in Japan.

 

Corporation TypesKabushiki-Kaisha (K.K.)Limited Liability Company (Godo-Kaisha)Limited Partnership Company (Goshi-Kaisha)General Partnership Company (Gomei-Kaisha)
Why people chooseMost chosen, so more people chooseChosen for reason of its easiness and inexpensivenessRarely chosen for reason of investors have unlimited liability
Minimum capital1 yen or more1 yen or moreNo regulationsNo regulations
Number of investor1 or more1 or more2 or more2 or more
Liability of investorLimited to amount of investment moneyUnlimitedLimited and unlimited member for investing participant

 

Options for Establishing a Company in Japan from Abroad

One of the advantages of establishing a company in Japan is that you don’t have to live in Japan to get started. Foreign entrepreneurs can choose from multiple legal structures based on their business goals and level of presence in the country. The three main options include:

1. Representative Office

A representative office can be established in Japan without the need for formal company registration. However, such offices:

  • Cannot engage in commercial transactions
  • Are limited to market research, advertising, and liaison activities
  • Cannot open a bank account under their own name

This option is ideal for companies that are in the early research or relationship-building phase before establishing a company in Japan more formally.

2. Branch Office

A branch office is an extension of a foreign company and requires registration with the Legal Affairs Bureau in Japan. Key characteristics include:

  • No separate legal personality from the parent company
  • Can engage in commercial business activities
  • Subject to corporate taxation in Japan

Branch offices are commonly used by foreign companies that want to conduct business directly while maintaining the original foreign entity.

3. Subsidiary Company

A subsidiary is treated as a separate legal entity, and the process of incorporation is the same as for a Japanese domestic company. Foreign investors often establish a Kabushiki Kaisha (KK) or Godo Kaisha (GK) as a subsidiary. This structure provides:

  • Legal separation from the parent company
  • Greater credibility with local clients and banks
  • Full liability protection

If you partner with a Japanese company, forming a joint venture is also a viable alternative for establishing a company in Japan with shared ownership and resources.

Taxation in Japan

Understanding the tax system is essential when starting a business in Japan. Japan has a layered tax structure that includes national, prefectural, and municipal taxes. The primary types of taxes are:

1. National and Local Income Taxes

  • Japan Inhabitant Tax: An additional local tax (typically around 10%) based on income and residency, levied by both municipal and prefectural governments.
  • Local Income Tax: Applied at a flat rate of 10% on the previous year’s income.
  • Enterprise Tax: Levied on corporate income for companies conducting business in Japan.
  • Surtax: Additional tax imposed on the national income tax amount.

2. Personal Income Tax

  • Progressive rates applied to residents
  • Non-residents are taxed at a flat rate of 20.42% on gross Japan-source compensation (no deductions allowed)

3. Excise and Other Taxes

  • Excise Taxes: Imposed on certain goods such as alcohol, tobacco, and fuel
  • Vehicle Tax: Levied at the prefectural level
  • Property Tax: Assessed annually by municipalities on real estate holdings

4. Consumption Tax (Similar to VAT)

  • Applied to most goods and services sold in Japan, including imports
  • Standard rate: 8%
  • Similar to European Value Added Tax (VAT) systems

Proper tax planning and compliance are crucial when establishing a company in Japan, especially to optimize your legal structure, avoid penalties, and manage financial reporting across multiple jurisdictions.

VAT Registration in Japan

When establishing a company in Japan, understanding the VAT system is essential. Japan’s consumption tax functions similarly to VAT and is currently set at 8%. This tax applies to most goods and services sold within the country.

However, VAT registration and application aren’t always mandatory. Whether you need to register or charge consumption tax may depend on the annual turnover of your business. Businesses below a certain threshold may be exempt, though voluntary registration is also an option for those seeking to reclaim input tax.

Employment of Foreigners in Japan

As part of its evolving labor policies, Japan has introduced a new framework to attract skilled foreign professionals. This is particularly relevant for foreign companies establishing a company in Japan and planning to relocate or hire international talent.

Visa & Residency Framework:

  • A new visa category is available for individuals with specialized skills or technical experience.
  • Workers who pass specific skills and language exams may qualify for a five-year renewable visa.
  • Advanced applicants may earn a second-level status that allows for permanent residency and family reunification.

This system supports foreign businesses entering the Japanese market by easing access to a qualified, international workforce.

For more information, please contact us.

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