The big day, the visit to the Legal Affairs Bureau (法務局 – houmu-kyoku). This is the day that the company will be incorporated. We chose the date carefully (we didn’t do all fortune telling thing to select the day!), and worked backwards so that we had enough time to prepare all the paperwork from previous posts.
List of documents needed (there are lots!)
- Application for Registration of Incorporation of Joint Stock Corporation (株式会社設立登記申請書 – kabushiki-gaisha-setsuritsu-touki-shinseisho) – We received this from the Administrative Procedure Specialist (行政書士 – gyousei-shoshi) service. The application document contains the following details:– Company name (商号 – shougou)
– Company address
– The grounds for registration (登記の事由 – touki-no-jiyuu) – states the reason for registration. In our case, this was the completion of the incorporation of our company, with the date of incorporation.
– The matters to be registered (登記すべき事項 – touki-subeki-jikou) – Can be matters listed on separate document or stored in CDROM media.
– Amount of Capital or Paid-In Capital
– Registration License Tax (登録免許税 – touki-menkyo-zei) – this figure is usually 150,000 JPY and is paid by attaching revenue stamps to the application. I say usually, as the minimum amount is 150,000 JPY. If the Paid-In Capital is over 21.42 million JPY, the tax amount is 7/1000th of the Paid-In Capital.And yes, you guessed, the document needed the presidents seal.
Revenue stamps (収入印紙 – shu-nyu-inshi) worth 150,000 JPY was purchased at a booth near the Legal Affairs Bureau.
- CDROM (digital copy of the Teikan) from the Notary office(公証役場 – koushou-yakuba).
- The Articles of Incorporation (定款 – teikan) received from the Notary office.
- The Certificate of payment (払込証明書 – harai-komi-shoumeisho).
- The Meeting minutes of the Investors (発起人会議事録 – hokkinin-kaigi-jiroku). This document again is a template that we received from the Administrative Procedure Specialist service. The document records the agreement and decisions made by the founders and investors, such as the company name, the company objectives, number of shares and value.
This document required the personal inkans from each of the investors.
Sample templates documents can be found searching keywords ‘発起人会議事録 雛形’
- The letter of appointment acceptance (就任承諾書 – shuunin-shoudaku-sho) – This document (template document from the Administrative Procedure Specialist service) is needed for all board members, and states the date the Teikan was created, the position of the board member, the board members name and home address. This document also needs the individuals personal inkan.
- Inkan Registration Certificates from each board member. Remember, the certificate has to be dated within 3 months of submission to be valid.
- Change of Inkan application (印鑑（改印）届書 – inkan-kaiin-todokesho) – This form registers the Presidents Inkan as the official seal. The form can be picked up from the Legal Affairs Bureau, but filling it earlier saves the bother.
You can find a downloadable document by searching ‘印鑑(改印)届書’.
That’s all it is!
After submitting ALL the documents, I was told that the Legal Affairs Bureau would contact me if there were problems with the application. Luckily, there were no problems (a big thanks to the Administrative Procedure Specialist service for all the document creation and detailed procedures).
I visited the Legal Affairs Bureau the next day, and the company was established!!!! Congratulations to us!!!
I also picked up the Inkan registration card, which is needed for the Presidents Inkan Registration Certificate.
Documents to pick up
One the same day, while at the Legal Affairs Bureau, I picked the up the following documents (we picked up extra incase they were needed):
- 5x Certified copy of register (登記簿謄本 – toukibo-touhon). There are 2 versions of this document, the one I picked up and still use is the Certificate of All Historical Matters (履歴事項全部証明書 – rireki-jikou-zennbu-shoumeisho). This document costs 700 JPY each.
- 2x Presidents Inkan Registration Certificate (印鑑証明書 inkan-shomeisho). This document costs 500 JPY each.
The Certified copy of register is to be submitted to the following locations:
- Tax office (税務署 – zeimusho) – to be submitted within 2 months of incorporation
- Prefectural Tax Office (都道府県税事務所 – todoufuken-zeimusho) – to be submitted within 1 month of incorporation
- City office (市役所 – shiyakusho) – to be submitted within 1 month of incorporation
- Japan Pension Service (日本年金機構 – nihon-nenkin-kikou) – can be submitted anytime
We didn’t have employees when we started, but if we were to hire employees, 2 more copies would have been needed to be submitted to:
- Labor Standards Supervision Office (労働基準監督署 – roudou-kijun-kantokusho)
- Hello Work (ハローワーク – haro-wa-ku)
The Presidents Inkan Registration Certificate was needed for the company bank account.
That is all for today. It’s been a very long post, but I’ll post more on what we did next.
For professional advice, please consult a Licensed Tax Accountant (税理士 – zeirishi)