If a foreign company intends to continue business in Japan, it is required to register the foreign company in Japan. Failure to do so is punishable by a fine of up to one million JPY. If you intend to continue business in Japan, it is encouraged to check below. We hope that it would be useful for you.
The Registration of foreign company
目次
１．What is the Foreign Company?
２．A Representative in Japan
３．Oblgation of Foreign CoMPANY
４．Matters to be registered by foreign companY
５．Application for registration of a foreign company
１．What is “Foreign company”?
“Foreign Company” is a legal entity or other foreign body established in accordance with the laws of foreign countries, which is of the same kind as a company or similar to a company (Section 2(2) of the Companies Act of Japan).
If a foreign company intends to continue business in Japan, it must appoint a representative in Japan (Section 817(1) ) and register the foreign company.
It should be noted that until the foreign company is registered, it cannot continue to trade in Japan (Section 818(1) ).
２．A representative in Japan
A foreign company must appoint a representative in Japan if it intends to continue business in Japan (Section 817(1)of the Companies Act of Japan). In this case, one or more of the representatives in Japan must be a person having an address in Japan (Section 817(1)).
It should be noted that this differs from the fact that a representative director or other director of a joint stock company can be appointed even if he or she does not have a domicile in Japan.
The representative of a foreign company in Japan has the power to perform all judicial or extrajudicial acts relating to the business of that foreign company in Japan (Section 817(2)).
３．Obligation of Foreign Company
（１）Foreign companies are obliged to register:
A foreign company must apply for registration of a foreign company within three weeks of the date on which it has appointed a representative in Japan (Section 933(1)).
Where the representative in Japan is appointed in a foreign country, the time limit for this registration is calculated from the date the notice reaches the representative in Japan (Section 933(5)).
（２）If this obligation is breached:
Note that if a foreign company intending to continue doing business in Japan fails to apply for registration, the representative of the foreign company in Japan may be liable to a civil fine of up to one million JPY (Section 976(1)).
In addition, a person who continuously trades in Japan without registering a foreign company may be liable to a fine equivalent to the amount of the registration tax (Article 979(1), (2)).
４．Matters to be registered by foreign company
In registration of a foreign company, the following matters should be registered, including the registered matters of incorporation of a joint stock company, general partnership company, limited partnership company or limited liability company, according to the type of company or the most similar type of company in Japan (Section 933(2)).
Matters to be registered (Section 933 (2))
| 1 | Matters listed in each of the items of Section 911(3) or Section 912 to 914 of the Companies Act of Japan; |
| 2 | Governing law of incorporation of foreign companies; |
| 3 | Name and address of the representative in Japan; * A legal entity may be registered as the representative in Japan. * If a lawyer, etc. is designated as the representative in Japan, the location of the office of the lawyer, etc. may also be registered as the address of the representative in Japan. |
| 4 | The Method of public notice in accordance with applicable law if the same or most similar company in Japan is a joint stock company; |
| 5 | In the case of 4 above, if the balance sheet is disclosed by electromagnetic means, the address of the webpage where balance sheet information is available; |
| 6 | The stipulation if there is any stipulation on the method of public notice; |
| 7 | If electronic public notice is used as the public notice method, the address, etc. of the web page where the information that should be publicized by electronic public notice is available; |
| 8 | If no method of public notice is specified, the method of publication in the Official Gazette shall be the method of public notice. |
５．Application for registration of a foreign company
（１）Applicant for Registration
The representative in Japan is the applicant on behalf of the foreign company concerned (Section 128 of the Commercial Registration Act).
If the representative in Japan is a foreigner who has no address in Japan, a signature instead of a seal is sufficient, however, a certificate (certificate of signature) from the authorities in your home country is required to prove that the signature is truly yours.
（２）Matters to be stated in the application form specific to the application for registration of a foreign company
In addition to the items to be included in the application form for registration of a joint stock company, the items to be included in the application form specific to foreign companies are as follows (Section 17(2) of the Commercial Registration Act, Section 93 of the Commercial Registration Rules)
| If the matter to be registered requires the permission of the authority, the date on which the letter of permission is received; |
| If applying for registration of matters arising in a foreign country, the date on which the notice is received. |
（３）Documents to be attached
The following documents must accompany the application for registration of a foreign company (Section 129(1), 129(2) and 129(18) of the Commercial Registration Act).
| 1 | Documents sufficient to recognize the existence of the head office of the foreign company; |
| 2 | Documents certifying the qualification of the representative in Japan; |
| 3 | Articles of incorporation of the foreign company or other documents sufficient to identify the nature of the foreign company; |
| 4 | If there is a provision for the method of public notice, documents certifying it; |
| 5 | If the representative in Japan is a corporation, a certificate of registered matters within 3 months after creation; (However, attachments can be omitted when applying to the registry office that has jurisdiction over the location of the head office or main office of the corporation, or when the corporate corporation number is stated in the application form.) |
| 6 | When appointing an attorney, etc. as the representative in Japan and registering the location of the office of the attorney, etc. as the address, documents that can confirm that it is the same person. |
| 7 | applying for registration by an agent, a document certifying that agent’s authority. |
- Documents 1 to 4 above must be certified by the competent authorities of the foreign company’s home country or by a consul or other competent official in Japan.
- If the documents are in a foreign language, a translation into Japanese must be attached.
（４）Jurisdiction registry office
| If you set up a business office in Japan | Registry office having jurisdiction over the location of the business office |
| If you do not set up a business office in Japan | Registry office having jurisdiction over the address of the representative in Japan |
（５）The Registration and License Tax
| If setting up a business office in Japan | 90,000 JPY per business office |
| If not setting up a business office in Japan | 60,000 JPY |
Regulations are subject to change, so when applying for registration, it is encouraged to check with the competent legal affairs bureau or an expert.
We could prepare necessary documents both in English and Japanese.
Should you have any inquiry, please contact us.