When incorporating a stock company in Japan, when should we set-up the capital?
★ Explanation ★
1. The “Business Manager” Visa
When a person from overseas plans to manage or administrate a company or business in Japan, they are required to obtain a status of residence called the “Business Manager”, also referred to as the “Business Manager” visa. Individuals under any of the following statuses of residence may also engage in management or administrative activities for a company:
- Permanent Resident
- Spouse or Child of Japanese National
- Spouse or Child of Permanent Resident
- Long Term Resident
2. From the “Investor/Business Manager” visa to the “Business Manager” visa
What was previously known as “Investor/Business Manager” visa was changed to the “Business Manager” visa following its name change effective April 1, 2015 onwards through the “Immigration Control and Refugee Recognition Act” (hereinafter referred to as the “Immigration Act”). The change in name comes with the relaxation of requirements ― following amendments made to the Immigration Act, foreign capital requirements to obtain the then-“Investor/Business Manager” visa was removed. As a result, the “investor” terminology in the name of the visa (both in Japanese and English) was removed; this visa is now issued to foreign nationals who will engage in activities to operate or manage a business or company in Japan.
3. Activities allowed with the “Business Manager” visa
Authorized activities for those with the “Business Manager” visa include the ability to engage in the decision-making process regarding important matters concerning the business operations of a Japanese corporation, execution of business, etc. and the management of the business.
Specific examples include the tasks performed by representative directors (CEOs), directors, company auditors, department heads, factory managers, and branch managers, as well as those who are broadly defined as engaging in the “activities of a manager” or “activities of an supervisor”.
＜ Activities allowed with the “Business Manager” visa ＞
(1) Management or Supervisory-related activities
Holders of the “business manager” visa can set-up a new business in Japan. They may also invest in joint ventures with already existing enterprises in Japan, or the be a business transfer recipient. This visa/residence status makes the performance of tasks of a business manager in Japan much easier.
(2) A variety of businesses
As long as one holds the “business manager” visa, they may put up business without any limitations in terms of business content, as long as the business is recognized as a legal one. With the “business manager” visa, one can dabble in a wide range of businesses without any special restrictions placed on the company the visa holder has established.
4. Basic criteria for the “business manager” visa
The basic criteria to be able to obtain the said visa is stipulated in the ministerial ordinance issued by the Ministry of Justice.
Ministerial Order to Provide for Criteria Pursuant to Article 7, paragraph (1), item (ii) of the Immigration Control and Refugee Recognition Act (Activities listed in the right-hand column under “Business Manager” of Appended Table I(2) of the Act)
Source: Japanese Law Translation Database System
To be able to engage in activities as a manager, one needs to be able to secure a business office in Japan, and the scale of the business requires capital or an investment of 5 million yen or more. Furthermore, at least three years of managerial (or supervisory) experience is necessary, and the amount of remuneration received by the applicant should not be less than the salary amount a Japanese national engaging in a similar line of work should receive.