The flow of setting up a stock company: from certification of the articles of incorporation to registration and notifications to the tax officeIn what order do you do the procedures when you make a company?
A stock company (kabushiki kaisha) comes into being when the articles of incorporation are drawn up and certified at a notary office, the capital is paid in, and an application for registration of incorporation is filed with the Legal Affairs Bureau. The day the registration is applied for becomes the company's date of establishment. After that, notifications are made to the tax office, the prefecture, the municipality, the pension office and others. Following materials published by government agencies, this article sets out the general flow when promoters set up a small stock company that has no board of directors.
- 1. DecideDecide the basics: trade name, head office, purpose, capital, directors and so on
- 2. ArticlesDraw up the articles of incorporation and have them certified at a notary office
- 3. PaymentThe promoters pay in the capital and prepare the certificate of payment
- 4. RegistrationApply for registration of incorporation with the Legal Affairs Bureau (this day is the date of establishment)
- 5. NotificationsMake notifications to the tax office, local government, pension office and others
Key points
- The articles of incorporation state the trade name, purpose, location of the head office, the value of the property contributed at incorporation, and the names and addresses of the promoters (Companies Act, Article 27). They take effect only once certified at a notary office
- Articles kept on paper are subject to stamp duty, but electronic articles are not. Check the certification fee and other costs in the notary office's guidance
- The promoters pay in the shares issued at incorporation and prepare a document certifying that the payment was made (such as a copy of the bank passbook)
- The application for registration of incorporation is filed with the Legal Affairs Bureau that has jurisdiction over the head office. The registration and license tax is the higher of 0.7% of the capital and 150,000 yen (Legal Affairs Bureau guidance)
- Within two months of the date of establishment, file the notification of establishment of a corporation with the tax office (National Tax Agency No. 5100). The application for approval of blue-form returns and the notifications for paying salaries also have deadlines, so check them early
What to do in practice
- Decide the trade name, head office, business purpose, capital, directors and so on
- Use the free tool "Preparing stock company incorporation documents" to draft the articles of incorporation and the registration application (you file the certification and the registration application yourself)
- Check the deadlines for notifications after incorporation to the tax office, local government, pension office and others in each agency's guidance
To make a stock company, you first prepare a document called the articles of incorporation, which sets out the company's rules, and have it checked at a government office called a notary office. Next, you pay in the money that forms the base of the company (the capital) and apply to a government office called the Legal Affairs Bureau to register that you have made the company. After that, you also let the tax office and others know that the company now exists. There are an order and deadlines, so it is important to proceed while checking the guidance of the government agencies.
- 1. RulesPrepare the company's rules (articles of incorporation) and have them checked at a notary office
- 2. MoneyPay in the capital
- 3. RegistrationApply to the Legal Affairs Bureau to register the company
Points
- Prepare the "articles of incorporation", which set out the company's rules, and have them checked at a notary office
- When you pay in the capital and apply to the Legal Affairs Bureau for registration, the company comes into being
- After the company is made, there is a rule to let several government offices, such as the tax office, know
What the words mean
- Articles of incorporation
- The company's basic document that sets out its name, purpose, rules and so on
- Capital
- The money that the people who invest put in when the company starts
- Registration
- Recording important facts about a company in the Legal Affairs Bureau's books so that anyone can look them up
- Ministry of Justice: Legal Affairs Bureau, Application forms for commercial and corporate registration
- Ministry of Justice: National Tax Agency, No. 5100 Notification documents for newly established corporations
- Ministry of Justice: Ministry of Justice, On the procedure for establishing a stock company (incorporation by promoters)
This article summarizes and explains materials published by government agencies and is not advice on any individual case. Rules can change, so for actual procedures and decisions always check the latest original materials and consult professionals such as tax accountants or labor and social security attorneys. English, Simplified Chinese and Traditional Chinese versions are translations prepared from the Japanese articles for convenience. If anything differs, the Japanese text and the original source take precedence.