Procedures for incorporation (corporate company)
When starting a business, you can choose to either start as a sole proprietor or to establish a company. If you are a sole proprietor, you can start your business immediately by simply submitting a business start-up notification to the tax office in your tax district.
On the other hand, in order to establish a company, several legally stipulated procedures are required. Although it takes time, corporations offer various benefits that sole proprietors cannot. In particular, corporations are easier to operate than sole proprietors in industries such as construction and real estate, retail and wholesale, as well as service industries such as consulting and food and beverage, and IT.
Decision of promoters
A promoter is a person who takes the steps to establish a company. There must be at least one person, and a corporation can also be a promoter. A promoter must invest at least one share.
Deciding on the basics
This determines basic matters related to the company, such as the company's purpose, company name, business activities, head office location, amount of capital, shareholding ratio, composition of the board of directors, and fiscal year end.
Preparation of articles of incorporation
The Articles of Incorporation are the basic rules of a company and act as its constitution.
Certification of the articles of incorporation
A witness will check whether the articles of incorporation are in accordance with the law and certify that they are correct. A notary public is a legal professional appointed by the Minister of Justice.
The articles of incorporation can be certified at any notary public office in the prefecture where the head office is located, except in Hokkaido. In Hokkaido, the certification will be done at a notary public office in the jurisdiction of the Regional Legal Affairs Bureau or District Legal Affairs Bureau that has jurisdiction over the location of the head office.
Order a company seal
When registering, you will need to submit a company seal. Once the company name has been decided, you will need to create a representative seal (registered seal), bank seal, square seal, etc.
Payment of capital contribution
The promoters pay the amount equivalent to the number of shares they have subscribed to into a financial institution. Since the company has not yet been established and it is not possible to open a company account, the payment is often transferred to the promoters' account. If it is your own account, even if you already have a deposit balance, you will need to withdraw the amount of your investment and then deposit it again.
Make a copy of the bankbook for the account to which the payment was made. Copy the front cover, back cover (the page showing the branch name, account number, and account holder name), and the page showing the transfer record. Create a "document certifying the payment" along with these copies.
Registration application
Registration of incorporation must be submitted to the Legal Affairs Bureau that has jurisdiction over the location of the head office. Please see the link below for the jurisdiction of the Legal Affairs Bureau.
Even if you reduce the number of documents required to apply for incorporation registration with only one director, you will still need documents such as the "Application for Incorporation Registration," "Registration Tax Revenue Stamp Attachment Sheet," "Articles of Incorporation," "Incorporation Director Appointment Acceptance Letter," "Director's Seal Certificate," "Document Proving Payment," and "Seal Notification." The number of required documents will vary depending on the contents of the articles of incorporation.
In principle, the date of incorporation is the date of application for registration.
Post-establishment procedures
Once the registration is complete, the company is established, but you will need to submit documents to the pension office, tax office, and city hall. You will also generally need to open an account at a financial institution. These procedures may require a "Certificate of All Historical Matters" (a certified copy of the registry), so it is a good idea to obtain several copies from the Legal Affairs Bureau.
Documents to be submitted to the pension office
To the pension office, you must submit a "Notification of New Application for Health Insurance and Employees' Pension Insurance" and a "Notification of Acquisition of Qualification for Health Insurance and Employees' Pension Insurance." If you want to add a family member to your dependent list, you must also submit a "Notification of Dependent (Change) for Health Insurance."
Documents to be submitted to the tax office
A "Notification of Incorporation" and a "Notification of Opening a Payroll Office, etc." must be submitted to the tax office that has jurisdiction over the company's head office location.
Documents to be submitted to the city hall
You will also need to submit a "Notification of Incorporation" to the prefectural tax office and city/town/village office where your head office is located. The names of documents and procedures vary slightly depending on the local government, so please contact your local government for details.