201911.06
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Q_iconWhat documents should a foreign enterprise prepare to set-up a Japan branch office?

A_dark_iconThey need to prepare their application for registration and all documents that should be attached.

★ Explanation ★

For a foreign corporation to establish a Japanese business office, they must attach the following documents to their registration applications. Items 1 to 4 are stipulated by the Article 129 (1) of the Commercial Registration Act.

  1. a document which sufficiently evidences the existence of the head office;
  2. a document evidencing the capacity of the representative in Japan;
  3. the articles of incorporation of the foreign company and any other document sufficiently characterizing the nature of the foreign company;
  4. in cases where methods of public notice have been provided, a document evidencing such provision;
  5. (if registration will be done through proxy) power of attorney for the representative (proxy) in Japan;
  6. (if the representative in Japan is a foreign national and cannot provide a corporate seal to register with the Legal Affairs Bureau) signature certificate.

Commercial Registration Act

(Registration of Foreign Company)

Article 129 (1) In filing a written application for registration of a foreign company pursuant to the provision of Article 933 of the Companies Act, the following documents shall be attached thereto:

  1. a document which sufficiently evidences the existence of the head office;
  2. a document evidencing the capacity of the representative in Japan;
  3. the articles of incorporation of the foreign company and other document sufficiently characterizing the nature of the foreign company; and
  4. in cases where methods of public notice have been provided pursuant to the provision of Article 939, paragraph (2) of the Companies Act, a document evidencing such provision.

(2) The documents set forth in the preceding paragraph shall be certified by the competent government agency or consul in Japan of the foreign company’s own state or any other competent authority.

(3) In cases where an applicant has attached to its written application for registration set forth in paragraph (1) a certificate of registered matters issued by another registration office certifying that the representative in Japan has been specified or that a business office has been established in Japan, no document specified in the said paragraph needs to be attached.

Source: Japanese Law Translation Database System
http://www.japaneselawtranslation.go.jp/law/detail/?id=3207&vm=04&re=2&new=1

business-requirementsDocuments 1 through 4 should be certified by the competent government agency or consul in Japan of the foreign company’s home state or any other competent authority (Commercial Registration Act, Article 192 (2)).

Applicable documents that meet the requirement of item no. 1 include the head office’s articles of incorporation or a certificate from the head office’s home country. For item no. 2, these may pertain to a legal contract between the representative in Japan and the foreign company. Documents in items 3 and 4 refer to the articles of incorporation (and any additional documents should the information provided is insufficient), and a document that shows the decision of the relevant foreign company on what method of public announce, respectively.

For the documents pertaining to items 1 through 4, it is common practice for the foreign company’s representative to gather the affidavits certified by the competent authorities in the foreign company’s home state.

There aren’t any other documents besides those listed above that need to be attached, but if the representative in Japan registers their seal at the Legal Affairs Bureau, they will also need to furnish the registration of seal impression document together with their company registration document.