How much time is needed for us to incorporate a corporation or set-up a branch in Japan?
★ Explanation ★
The usual flow of incorporating a stock company is as follows:
- ① Determination of profile of establishment (trade name, head office address, business purpose, capital, officers, etc.)
- ② Articles of Incorporation
- ③ Sealing or signing of incorporator(s) of the Articles of Incorporation
- ④ Notarization of [signed/sealed] Articles of Incorporation
- ⑤ Set-up of capital
- ⑥ Preparation of necessary documents for registration
- ⑦ Affixing seal or stamp of incorporator(s) and list of executives of the documents necessary for registration
- ⑧ Submission of registration
Normally, after the information on the company or branch to be established have been confirmed, the registration process would be around 2 to 4 weeks following the submission of all the necessary documentation.
1. If the incorporator(s) and all executives are residents of Japan
Since there is no need to mail documents (such as the articles of incorporation and the application for registration) overseas for signing/sealing once they are prepared for submission to the Legal Affairs Bureau, the time needed for such document preparation is much shorter. This makes it possible to apply for registration of the company after around 2 weeks of document preparation, provided that the company information has been established and all other required documents are accomplished. However, if there are multiple incorporators and executives/officers (who are all needed to sign/seal the necessary documents), it may take longer than 2 weeks for all the documents to be signed/sealed.
2. If there are non-Japan residents among the incorporator(s) or executives
If there are non-residents among those who need to impress their stamps or sign the documents prepared in Japan, such documents will have to be mailed to them and back. Depending on the country, this alone may take about 2 weeks to complete. Because of this, there are several cases where such preparation takes about a month. If there are several incorporators or executives who are residents, a couple of days would also be needed so that all necessary stamps/seals may be affixed on the certificates and registration papers.
【Notes and Points for Attention】
- ① The time frame given above does not include the time it takes to obtain the certificates and registers required of incorporators and executives, which are needed to obtain certifications for the articles of incorporation and to conduct business
- ② Time estimate excludes cases where a mistake is found in the drafted documents, certificates, or sealed/signed documents.
- ③ After the submission of the registration applications, it may take another two weeks for the application to be processed and completed. This is why even though process itself would take around 2 to 4 weeks, the time it would take to finish the registration would be around 1 to 2 months.
- ④ In the case of a limited liability company and a branch office, there is no need for the certification of articles of incorporation to be notarized, which would mean less time would be needed to complete the necessary documentations (compared to that needed for a stock company).
Should you have a judicial scrivener who specializes in company registrations process the registration, it is possible for the registration to be completed in as little as one day, provided that all the information and necessary documents for the to-be-incorporated entity and capital are ready, and sealing/signing of documents are completed within the same day. Since you will also need to consider the business hours of the legal affairs bureau in your jurisdiction, it is best to consult with a judicial scrivener in advanced should you wish for your registration to be completed within a day.