Q_iconI have understood that a non-resident of Japan can set up a corporation by themselves. But is it also possible to establish a Japanese branch by a non-resident alone?

A_dark_iconOne of the representatives in Japan must have an address in Japan.

★ Explanation ★

japan-business-placeBefore March 15, 2015, at least one representative of the corporation had to be a Japanese resident. If the address of all the representative directors after the registry application of the corporation are foreign during the establishment registration and registration for a change of representative directors, this application was rejected. (September 26, 1984 Civilian Fourth 4974 Civil Bureau Fourth Division Response and March 11, 1985 Civilian Fourth 1480 Civil Bureau Fourth Division Response)

However, it was changed as of March 16, 2015 wherein registration applications are to be accepted even if all the founders and officers are not Japanese residents, as stipulated in the Ministry of Justice Min-sho, No. 29.

The said notice on March 16, 2015 applies to corporations within the country, and not to Japanese branches of foreign companies.

The operations prior March 15, 2015 regarding the requirement of one Japanese resident as a representative of a corporation was not set forth by the Companies Act, but only by a notice of the Ministry of Justice.

However, the matters pertaining to foreign companies having to set a representative in Japan to continue dealing businesses (first part of Section 817 -1 of the Companies Act) and requiring one or more representatives to have addresses in Japan (last part of Section 817 -1 of the Companies Act) are defined by the Companies Act; so unless the law is amended, it is impossible for non-residents to establish a Japanese branch alone.

Companies Act

(Foreign Company’s Representatives in Japan)

Article 817 (1) When a Foreign Company intends to carry out transactions continuously in Japan, it must specify its representatives in Japan. In such cases, one or more of such representatives in Japan must be those whose addresses are in Japan.

(Omitted below)

Source: Japanese Law Translation Database System