Start-up of a Limited Liability Company「合同会社」 in Japan
We hereby describe the summary of the process, requirements, cost and fees for establishing a limited liability company「合同会社」 in Japan.
I. Step of Foundation
First Step. To create a bylaw
Second Step. To pay the "paid in capital" defined in the bylaw
Third Step. To register the company
II. Creation of a Bylaw
Corporation Law of Japan requires that each of the following items should be included in a bylaw of a limited company:
A. objectives of the company
B. name of the company
C. place of the head office
D. names & addresses of the partners
E. statement that each partner assumes a limited liability
F. objectives and amount or method of evaluation regarding "to be paid in capital" from each partner
A bylaw of a limited liability company should be created by unanimous consents from "prospective partners"
Both of an individual and an institution can be a partner of a limited liability company.
It is not required for any partner to be a citizen of Japan or an institution established under laws of Japan.
It is also not required for any partner to reside in Japan or to be registered under "Commercial Registration Law"「商業登記法」or any other laws of Japan.
A bylaw of a limited liability company is not required to be authenticated by a notary public.
III. Assignment of Management
Management of a limited liability company should be constituted just by partners.
Each partners should execute the business of the limited liability company, unless one or more partners of the limited liability company are appointed as executive partners.
It is necessary for the executive partners to be appointed by the bylaw of the limited liability company.
Each name of the executive partners should be registered.
If no executive partner is appointed, each partner executes the business of the company and each name of any partner shall be registered.
Each partner should represent the limited liability company unless one or more executive partners are appointed.
Executive partners should represent the limited company, not the other partners.
It is also possible to appoint one or more representative partners by the bylaw from partners who can execute the business of the limited liability company.
Each name and address of the partners who represent the limited liability company should be registered.
If a partner of the limited liability company who represent the company is an institution or a company, the name and the address of "an individual who execute the business of the limited liability company" 「職務執行者」should be registered additionally.
No representative partner is required to reside in Japan or to be registered in Japan as an institution or a company.
No representative partner is required to be a citizen of Japan or to have been established under laws of Japan.
"An individual who execute the business of the limited liability company" 「職務執行者」is not required to reside in Japan or to be a citizen of Japan.
IV. Payment of "to be Paid in Capital"
It is necessary to define in the bylaw what kinds of assets and amount of the assets should be paid by each partner.
The anomalous process is not required for a limited liability company even if non-monetary assets are contributed.
Each partner of a limited liability company holds no share of the company.
The dividend received by each partner should not be calculated by how much the partner has contributed to the company.
V. To be Determined before Foundation
A. name of the company
It is allowed to describe a name of a limited liability company with not only Japanese letters but also with alphabets.
It is necessary to put a Japanese term「合同会社」in the name.
B. head office
The place of the head office should be fixed before the foundation.
It is necessary to determine possible contents of the business.
There shall be no sanctions if the company doesn't do some of the contents actually.
D. partner/executive partner/representative partner
A partner/partners should be fixed before the foundation.
Each partner principally represent the company and execute the business of the company provided that it is able to limit the execution of the business to one or some partners, if appointed in the bylaw.
The partner(s) to be appointed to execute the business are called as "Executive Partner(s)".
If one or some executive partners are appointed, each of the executive partners should represent the company exclusively.
It is also possible to limit representativeness of the company to one or some partners who should execute the business of the company, if appointed in the bylaw or elected in a manner defined in the bylaw.
The partner(s) to be appointed to represent the company are called as "Representative Partner(s)".
An institution or a company can be a partner of a limited liability company.
E. payment of "to be paid in capital"
Each partner is required to pay money or
The amount of money to be paid and the amount and contents of assets to be contributed by each partners should be determined in the bylaw.
F. source of public announcement
It is not required for a limited liability company to announce its financial information by Corporation Law of Japan like a stock company.
On the other hand, it is necessary for a limited liability company to announce publicly if a regulated procedure such as merger, reduction of capital money and so on, as the same as a stock company.
A limited liability company can choose its source of public announcement from an official gazette, a daily newspaper and a website, as the same as a stock company.
G. determination of capital money
"Paid in Capital" should be divided into "Capital Money"「資本金」and "Additional Paid in Capital"「資本準備金」.
"Capital Money" should be registered.
VI. Other Remarks
A. bank deposit account
The payment by a partner to a liability company should be transferred in to the designated bank deposit account.
It is usual that a personal bank deposit account of a partner should be designated as the account to be transferred.
This means that at least one partner of a limited liability partner needs to hold a bank deposit account.
It is possible to designate a bank deposit account of a branch or an office of a non-Japanese bank.
On the other hand, it is impossible to designate a bank deposit account of an overseas branch or office of a Japanese bank.
If none of expected directors live in Japan and hold a bank deposit account in Japan, it is able to designate a bank deposit account of a third party if the third party has been received a power of attorney from a promoter.
B. stamp & seal of the company
Commercial Registration Law of Japan(「商業登記法」) requires every applier for registration of foundation to submit a seal impression(「印鑑」) to the competent registration office.
As foundation of a limited liability company is finalized by registration of foundation, every limited liability company needs to submit its seal impression to the competent registration office at the same time as applying registration of foundation.
It is necessary to make a stamp of the company as preparation for foundation.
VII. Costs to Found a Limited Liability Company
Revenue Stamp of a Bylaw *1
Revenue Stamp for Registration *2
Fee to Us *3
Total Estimated Costs *4
*1 Revenue Stamp of a Bylaw can be avoided by "Electronic Application Method「電子認証申請」"
*2 Revenue Stamp for Registration should be calculated in accordance with "Capital Money「資本金」".
The amount showed above is the minimum charges.
*3 This fee shall be changed, if none of the partners lives in Japan.
*4 If we have paid additional expenses such as charges of some certificates or postal charges, those expenses shall be added.
We can support you to found a company registered at any legal bureau in Japan without asking you for transportation expenses to the legal bureau principally, as our allied judicial lawyer or shihoshoshi lawyer can provide online registration services.
If you are not a resident in Japan and willing to found a company in Japan without any executive or any director residing in Japan, we shall ask administrative fees annually.
VIII. How to Contact Us
If you have any question or need more information, please feel free to send your request or inquiry to us via "contact us" page.
You can also contact us via instant messaging service, WhatsApp or Telegram.
@ +81 90 6188 1648
Otherwise, please contact us by phone or by email !
Mobile : 090-6188-1648
Chuo-Ku District, Tokyo , Japan
Postal Code: 〒103-0012
TEL : 090-6188-1648