A practical guide to registering a foreign company, establishing a business office, and closing the registration.
1. What Is the Registration of a Branch of Foreign Company?
A “foreign company” under the Companies Act of Japan is a legal entity or other organization established under foreign law that is of the same kind as, or similar to, a Japanese company. A foreign company that wishes to carry on transactions in Japan on a continuous basis may set up a branch in Japan and must complete two steps:
- Appoint one or more representatives in Japan.
- Register the foreign company at the competent Legal Affairs Bureau.
Until registration is complete, the foreign company may not carry on transactions in Japan on a continuous basis (Companies Act, Art. 818). A person who does so in breach of this rule is jointly and severally liable with the foreign company and may be subject to an administrative fine equal to the amount of the registration tax. In addition, if the registration is not filed on time, the representative in Japan may be subject to an administrative fine of up to JPY 1,000,000.
When is registration required? Typical cases include:
- Opening a branch or office in Japan to conduct business.
- Conducting continuous transactions through a representative in Japan without opening any office.
- Entering the Japanese market without incorporating a Japanese subsidiary (kabushiki kaisha or godo kaisha).
“Continuous transactions” means business activity carried out under a plan on an ongoing basis. Mere market research, information gathering, or exhibiting product samples generally does not qualify. Note also that a registered foreign company does not become a Japanese company; it remains a foreign company operating in Japan through a branch or representative.
2. Requirements for Registration
Representative in Japan
At least one representative in Japan must be appointed, and at least one of the representatives must have a residential address in Japan. Nationality is not restricted, so a foreign national residing in Japan may serve.
Where to file
- If an office is established: the Legal Affairs Bureau having jurisdiction over the location of the office in Japan.
- If no office is established: the Legal Affairs Bureau having jurisdiction over the residential address of the representative in Japan.
Principal registered items
- Name and head office address of the foreign company
- Governing law under which it was established
- Name and address of the representative(s) in Japan
- Location of the office(s) in Japan
- Method of public notice
- Other matters required according to the type of company (e.g., those applicable to a company similar to a stock company)
Filing deadline
The application must be filed within three weeks from the date on which the representative in Japan was appointed (or, where the appointment was made abroad, from the date the notice of appointment reached the representative in Japan).
3. Registration of Establishing a Business Office
This section covers the registration made when a foreign company first sets up an office (branch) in Japan. Preparation requires the selection of the representative in Japan, the decision on the office location, and the collection of documents proving the existence of the company in its home country.
Principal required documents
- Application form for registration
- Document proving the existence of the head office (e.g., a certificate issued by a public authority of the home country, or an affidavit)
- Document proving the qualification of the representative in Japan (e.g., a head office resolution or an affidavit)
- Document proving the residential address of the representative in Japan (e.g., a certificate of residence)
- Articles of incorporation or other document that identifies the nature of the company, certified by the home country’s public authority or notary
- Document showing the decision on the office location (minutes or written decision)
- Power of attorney (if a judicial scrivener is engaged)
Foreign-language documents must be accompanied by a Japanese translation. Documents prepared abroad may require notarization, consular legalization, or an apostille. As preparation can take considerable time, we recommend starting early.
If a foreign company that is already registered later opens its first office in Japan, the office must be registered within three weeks at the location of the representative’s address and within four weeks at the location of the new office. After registration, any change (such as an office relocation or a change of representative) must also be registered.
4. Closing a Foreign Company’s Registration
When a foreign company ends its business in Japan, it generally does so by having all of its representatives in Japan who reside in Japan resign and closing its office. Before the resignation, a creditor protection procedure is required (Companies Act, Art. 820).
Procedure
- Decision to end business in Japan. The head office decides to close the Japanese office and for all representatives in Japan to resign.
- Creditor protection procedure. Publish a notice in the Official Gazette (Kanpo) stating that creditors may raise objections within a set period, which must be at least one month, and send separate notices to each known creditor. If a creditor objects, the company must pay the debt, provide reasonable security, or take other required measures.
- Application for registration. After the creditor protection procedure is complete, file for registration of the resignation of all representatives in Japan and the closure of the office within three weeks of the resignation.
Principal required documents
- Application form for registration
- Document proving the resignation of all representatives in Japan (e.g., an affidavit or resignation letters), with a Japanese translation
- Document showing the closure of the office
- Documents proving that the creditor protection procedure was carried out (a copy of the Official Gazette notice and copies of notices sent to creditors)
- If any creditor objected: documents proving that the debt was paid or security was provided
- Power of attorney (if a judicial scrivener is engaged)
If only some of the representatives resign, this is treated as an ordinary change registration, not a closure.
Our Support
Registering a foreign company involves tasks that ordinary company registrations do not, such as certifying and translating home-country documents and selecting the representative in Japan. Our office provides one-stop support from document preparation to filing the application. Please feel free to contact us.
Notes: The documents and amounts above are general examples and estimates and may change with legal revisions. Additional documents may be required depending on the home country’s legal system and the company’s circumstances. Fees for judicial scrivener services are not included.
