You are going to make a branch office of foreign company in Japan. In that case, you can see this page or you can contact me before you spend your time. akiyama(a)japan-law-tax.com Tomohiko AKIYAMA
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Branch office of foreign company ( setting up and closing )
Necessary documents to make a branch in Japan
Necessary cost to establish branch office and appoint representative person in Japan
Necessary documents to file registration of changes
Close of branch office and retirement of representative person in Japan
Status of residence of representative person in Japan
Opening bank account with company name
Necessary process after establishment of branch office in Japan
Company employees seconded to Japan must file tax returns in Japan
Foreign Companies and the Obligation to Register in Japan
Branch office of foreign company in Japan ( setting up and closing )
1) In the case foreign company operates business ( Activity that produces earnings ) in Japan, it needs to appoint a representative person ( 日本における代表者 = Nihon ni okeru daihyo sha ) in Japan and set up branch office ( Shiten ) and register it with legal affairs bureau ( Homukyoku )
In the case you set up representative office ( Chuzai in jimusho = 駐在員事務所 ), foreign company cannot operate business, but collecting information, market research etc
You can set up a company without resident in Japan
However, a representative person of foreign company in Japan should have legal address in Japan
2)Necessary documents to set up Branch office and appoint a representative person in Japan of foreign company
2-1 Articles of incorporation of the foreign company and its translation
( As for translation, I can make it, as far as it is written in English )
2-2 Certified copy of commercial register of foreign company and its translation ＝ Certificate of incorporation
2-3 Certificate of her registered seal
( Inkan shomei sho )
2-4 Application paper to register company seal in Japan
2-5 Company seal to be registered with legal affairs bureau
( I can prepare it on your behalf within 3000 yen )
2-6 Affidavit and its translation ( If you can not prepare 1 or 2 above )
2-7 Power of attorney for judicial scrivener in Japan
3-1 The foreign company send me articles of incorporation and certificate of commercial register ( Document that can indicate details of company )
3-2 I will make draft of affidavit
3-3 The representative person goes to embassy in Japan or notary public office or public institution in its home country and make affidavit
3-4 I will make other necessary documents and file registration of establishment of setting up a branch office in Japan and appointment of representative person in Japan
3-5 It will take 2 or 3 weeks to complete registration process after officer of legal affairs bureau has accepted application for registration
3-6 I will acquire certified copy of commercial register and certificate of company seal
4 Necessary documents to make a branch in Japan
In order to file registration of setting up a branch office and appointment of representative person in Japan, you need to prepare certificate that can indicate items below
4-1 Existence of the company in foreign country
4-2 Documents that clarify type of legal entity
( Foreign company needs to clarify whether the legal entity is stock company or limited liability company etc )
4-3 Document that certifies authority of representative person in Japan
4-4 Document that clarifies the method of public notice
4-5 In affidavit, these contents of 1 ~ 4 should be included
If these 1 ~ 4 items are certified in affidavit, documents of these 1 ~ 4 is not required
5 Notary Public !
Representative person in home country needs to go to notary public office or public institution in home country
In the case there is employee in home country, if he can acquire power of attorney from representative director in home country, he can go to notary public office or public institution and make a affidavit
However in the case of China, notary public does not accept affidavit made by person other than representative director in home country
5-1 Necessary cost to establish branch office in Japan
Judicial scrivener’s fee : About 150，000 yen
Registration tax : 90，000 yen
Certified copy of commercial register ( 1 copy ) 600 yen
Certificate of corporate seal impression : ( 1 copy ) 450 yen
( If you want to acquire it )
Certificate of corporate seal impression : ( 1 copy ) 450 yen
( If you want to acquire it )
In the case there is a change in mother company ( company in home country ) or branch office, the company needs to file registration of changes
6 Necessary documents to file registration of changes
6-1 Affidavit that indicate content of changes and translation
( Process to make affidavit is as same as setting up a branch office and appointment of representative person in Japan )
6-2 Power of attorney for judicial scrivener
7 Assumed that foreign company ( Z corporation ) has changed name of company
In that case mother company makes minutes of general meeting of shareholders concerning change of its trade name and make affidavit Mother company can send the document to me
8 Necessary cost to file registration of changes
Judicial scrivener’ fee : about 75600 yen
Registration tax : 9000 yen
Certified copy of commercial register : 600 yen
Close of branch office and retirement of representative person in Japan
9-1 In the case foreign company closes branch office in Japan, it needs to determine retirement of all representative persons in Japan and close of branch
9-2 The company submits organization who issues official gazette to publish notification of retirement of all representative persons and close of branch in Japan Duration of public notice should be more than one month
So, the branch office cannot close within this period
9-3 The company make notification to its known creditors of retirement of all representative person and close of branch in Japan Duration of notification to its known creditors should be more than one month
So, the branch office cannot close within this period
In the case this branch office has borrow 1 million yen from a person or company, this person or company is included in ” known creditor “
9-5 Representative person in Japan or home country makes affidavit that include matters above
For example,
” Z corporation has determined that it should close branch office in Japan and retirement of representative persons in Japan as of July 1st, 2017 “
If there is a creditor who demand repay of credit, the company needs to repay debt to the creditor
9-6 The company can file registration of closing and retirement of representative person in Japan
Necessary cost to close branch office in Japan
Judicial scrivener fee : 162,000 yen
Fee for making pubic notice in official gazette ( Kanpou ) : About 50，000 yen
Registration tax : 9，000 yen
Certified copy of commercial register : 600 yen
Necessary documents to file registration of closing of branch office and retirement of representative person in Japan
10-1 Affidavit that clarifies retirement of representative person in Japan and its translation
10-2 Official gazette that publishes retirement of representative persons in Japan
” Notification of retirement of all representative persons in Japan
Our all of representative person Nancy Thomas shall retire from her office If there is a creditor who has intention to make objection to this retirement, please let us know within one month from this notification
20th, June, 2016 1-1-1, Kachidoki, Chuo-ku, Tokyo, Japan Tokyo corporation Nancy Thomas “
3 Written document that declare there is not creditor who has made objection
( Representative person affixes registered corporate seal on it )
Once representative person in Japan is appointed, effect of her act belongs to mother company
Status of residence of representative person in Japan
In the case mother company ( head office ) appoint representative person in Japan and dispatch her to branch in Japan, her status of residence will be ” intra company transferee “
However in order to obtain this status of residence of intra-company transferee, she needs to have worked in the company for more than one year
So, in the case mother company recruits new comer and dispatches her to Japan, she needs to satisfy requirements to obtain status of residence of Specialist in Humanities/International Services”
In the case scale of branch office in Japan has suitable one and representative person in Japan has specific authority and regarded as management of business, she may be able to obtain status of residence of business manager
In the case a representative person in Japan is foreign national and needs to obtain status of residence in Japan, the branch office should have enough substance to operate its business
The office space should have enough facility to operate business continuously
So, foreign company can establish branch office and appoint representative person by renting shared office
However in that case she is not able to obtain status of residence in Japan with such virtual office
Opening bank account with company name
If the company has registered establishment of branch and representative person in Japan and its business has substance in Japan, there is a possibility that the company can open bank account in Japan
Necessary process after establishment of branch office in Japan
Depending on situation, representative person in Japan needs to submit following application below.
Declaration of establishment of branch office in Japan
To bank of Japan
2 Notification of establishment of branch office
To tax office
3 Notification of establishment of branch office
To prefectural tax office
( In the case of Tokyo 23 ward, To Tokyo metropolitan tax office )
Company employees seconded to Japan must file tax returns in Japan
You have worked for a company in France (Paris Co., Ltd.). Then, Paris Co., Ltd. established a branch office in Japan and you were seconded to Japan. You obtained the status of residence of intra-company transfer (Kigyonai Tenkin=企業内転勤).
An employment contract is concluded between Paris Co., Ltd. and you. You receive your salary through a bank account you have in France.
In this case, you are required to file a tax return in Japan and pay taxes in Japan.
If you also pay income tax in France, you may be able to take advantage of tax credits.
If you have an employment contract with a subsidiary of a foreign company in Japan (Tokyo K.K.) and receive a salary from Tokyo K.K., you are not required to file a tax return in Japan in principle.
You can pay taxes in Japan and renew your status of residence in Japan with a certificate of such tax payment.
If your work in Japan is simple labor (sheet metal worker, janitor, etc.), you will not be granted intra-company transfer status. If you have received it, you may have obtained the status of residence by using false documents.
To receive an intra-company transfer visa, you must have worked for Paris Co., Ltd. for at least one year.
You need to have a specific time frame for working in Japan. (It is possible to extend the period).
As for Intra company transfer visa in detail, you can see this page. “Intra-company transfer VISA“
Foreign Companies and the Obligation to Register in Japan
In July 2022, Japan’s Ministry of Justice requested 48 foreign corporations, including Google, LLC, Microsoft corporation, (formerly) facebook, and Twitter, to register their appointment of representatives in Japan.
I am not talking here about Google LLC, Microsoft Corporation, Twitter Corporation, or Facebook Corporation, all of which have their headquarters in Japan. Google LLC and other companies established in accordance with Japanese law are registered in Japan.
It means that facebook K.K. (a foreign company), etc., whose headquarters is in the U.S., was not registered in Japan.
Under the provisions of the Japanese Companies Act, a foreign corporation must be registered in Japan in order to carry on business continuously in Japan.
If a client files a lawsuit against a foreign company, official documents proving the existence of the defendant company are required. The court may also summon the defendant to court.
If the foreign company is not registered in Japan, it is difficult for the claimant to obtain official documents proving the existence of the foreign company.
The court also has trouble because it does not know the defendant’s specific contact information.
So, in order for the foreign company to continue to operate its business in Japan, it is necessary to appoint and register a representative in Japan.
That person or company then becomes the contact person in Japan.
Therefore, if you are running a foreign company and you are doing business in Japan continuously, you need to appoint a representative in Japan and register him/her/it.
I assume that you do not live in Japan. In such a case, you must first establish a corporation in Japan. Then, the Japanese corporation will be the representative of the foreign company in Japan.
After all, by using this method, the foreign company can operate continuously in Japan without having to keep a person in Japan.
You can also read “Start Up Visa of Japan“
You may be able to acquire the status of residence of the business manager before you prepare an office space and incorporation of company in Japan.
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