Author: Azumi Johnson

We receive many inquiries from customers who want to set up a company to purchase, export, and sell used cars in Japan. In order to obtain and renew a business administration visa, here are some points to keep in mind from the beginning.

Points to keep in mind when establishing a company

　When establishing a company, Articles of Incorporation must be prepared. The articles of incorporation should include the head office, trade name, business purpose, stock information (or equity information in the case of a limited liability company), names and addresses of officers, and fiscal year (beginning/ending). Among other things, the purpose of the business must be included for the purpose of obtaining an antique dealer’s license, which is necessary for handling used cars. If the business deals not only in cars, but also in car parts, motorcycles, agricultural equipment, construction equipment, etc., the import, export, sale, and repair of these items may also need to be stated. It is recommended that the business purpose be clearly stated at the establishment stage, as adding it later will incur additional costs.

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If you wanted to establish a company, this is the best and one of the easiest way to do it.
The general flow of establishing a joint-stock company “Kabushiki Kaisha “ is as simple as these 5 steps.

1. Determine where you want the head office to be in Japan
2. Prepare the certification of the articles of incorporation
3. Prepare the payment for the paid-in capital
4. Prepare the registration documents
5. Prepare the registration of incorporation
*Special note – Prior notification and subsequent reporting to the authorities concerned through Japan bank may be required in accordance with the Foreign Exchange and Foreign Trade Act.

Let’s take a look at the specific procedures involved with this process.

1. Determination of head office address
　Before establishing a corporation, the address of the head office must be determined. When renting an office or a place to do business, you need first inform the owner that you are renting a place to do a business. If your home is rented, confirm the rental agreement will allow you use that space as a corporate office. Some rental agreements may not allow you to use that space for official business use. Also, if you want to open a corporate account, a virtual office is not acceptable.
*Special note – If you want to obtain a Business Manager Visa, you must have a private office for business.

2. Preparation and certification of the Articles of Incorporation
Articles of Incorporation are the fundamental rules for the company, sort of a constitution on how the company will run.
The company must operate in accordance with the Articles of Incorporation you decide.

The Articles of Incorporation mainly stipulates the followings.
In the case of a Kabushiki Kaisha
(1) Trade name
(2) Business purposes
(3) Address of head office
(4) Amount of paid-in capital
(5) Name and personal address of investors
(6) Amount of capital contribution by the investors
(7) Total number of shares authorized to be issued
(8) Number of shares to be issued at the time of incorporation
(9) Restriction on transfer of shares
(10) Method of public notice
(11) Business year
(12) Directors and Representative Director at the time of incorporation
*Special note – For a Kabushiki Kaisha, the Articles of Incorporation must be certified by a notary public after preparation.

3. Payment of paid-in capital
Each investor pays the amount of paid-in capital. The total amount paid in can be used as the capital. Normally, the capital is paid into the investor’s personal account. If there is no personal account, the capital can be paid into the account of the delegated director. If a corporate account is created after the company is established, the capital can be transferred to the corporate account. Please note that only banks that have been approved by the banks established with the approval of the Prime Minister are allowed to accept money transfers from overseas.

4. Preparation of documents for registration
When applying for registration, the following documents may be submitted to the Legal Affairs Bureau and the corporate seal may be registered at the Legal Affairs Bureau.

In the case of a Kabushiki Kaisha
-Articles of Incorporation after certification
-Written decision of investors
-Letter of acceptance of appointment by directors at the time of incorporation
-Letter of acceptance of the office by the representative director at the time of incorporation
-Certificate that the capital has been paid in
-Seal certificate (Signature certificate)
-Application to be registered the corporate seal impression
-Application for issuance of seal impression card


5. Registration of incorporation
Submit the required documents to the Legal Affairs Bureau with jurisdiction over the location of the head office and apply for registration. The Legal Affairs Bureau will examine the documents, and registration will be completed about one week after the application is filed. Once the registration is completed, you will be able to obtain a certificate of registered matters and a certificate of corporate seal impression, which you will be “required” to submit to the bank.

The descriptions on this page are in principle only, and specific procedures and documents may vary depending on individual circumstances.

It is important to have a business plan for the future that is not dependent on someone else’s idea what is best for you, like your current employer.
What would you do if you found yourself unemployed, without having secured your next opportunity? Would you just find another job or take the opportunity to make your OWN opportunity?

With the rapid change today in AI, automation, and outsourcing a lot of companies will be looking to cut costs, which can affect the stability of your position and future.
Everybody would like to change jobs and earn a higher income, but as the world changes and we get older that will become more challenging.

For some people, mandatory retirement could be an issue since there is no guarantee your company will not have any significant changes that affect you even having a chance to stay there until the retirement age.

In today’s market, it is better to think about working for yourself and guaranteeing your future instead of thinking about who can hire you and control your fate. A sole proprietor, independent consultant, or freelancer could be a better option since you could use your experience to past career for your future.

For example, you could start an online product sales business, a restaurant business, own your store, acquire a company that has no successors or start a business that combines gap industries. There are also community-based businesses, that connect urban and rural areas, utilizing real estate, agricultural businesses, etc.

In Summary
Rather than waiting for the company to do something for you, it is time for you to take control of your life, career, and create a more positive, and strong career path for your life.

I have talked and counseled many people who have decided to take that first step to be independent and start their businesses. I know this can be a scary process, so we are here to help and advise you, so you will not have to do it alone.

Let us help you help yourself!
Make the first step and contact us and we will be ready to assist you.

When a company is established, the articles of incorporation is always prepared, but after the company is established, there would be times when the contents of the articles of incorporation need to be changed. How do we change the articles of incorporation and when do we need to register them?

Amendment of Articles of Incorporation

In principle, a general meeting of shareholders is required to change the articles of incorporation of Kabushiki-Kaisha. However, if the head office of the shareholders is located overseas, or if the shareholders resides at several locations it may be difficult for them to gather in one location, a resolution can be deemed to have been passed at the shareholders’ meeting if all the shareholders agree to it. For this, the prescribed procedures are required.

Matters to be registered

If the articles of incorporation have been amended, the amendment must be registered if it is a registered matter. In Japan, not all matters stated in the articles of incorporation are registered, but only those matters specified in the Companies Act are registered as changes.

What are some of the items to be registered?

Corporate name, head office, method of public notice, business purpose, total number of authorized shares, total number of issued shares, paid-in capital, restrictions on transfer of shares, names of directors, names and addresses of representative directors, names of statutory auditors, etc.

Deadline for registering changes

The change must be registered within two weeks of the effective date of the change.

Please note that if you do not register the change within this period, the court (Public Prosecutor’s Office) will send a notice of payment of a fine to the representative director for failing to comply with the registration obligations.

In particular, when the person in charge of operations changes, they may forget the registered term of the office of directors, and there are several cases where the term of office has expired without their knowledge after several years have passed, which may result in an unnecessary fine.

In principle, the term of office is stated in the articles of incorporation, so please check the articles of incorporation carefully.

“Kawasaki One-stop Business Startup Center” can assist you in changing the articles of incorporation and registration even after the registration of incorporation.