Thinking of changing your work model from employed to self-employed?

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.

Amendment of the Articles of Incorporation and Registration

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.

FAQ, 10 Tips for Company Formation in Japan

Here are some of the most common questionsIget asked by clients who come to my office for advice on how to start a business.

Q1. I want to establish a Godo-Kaisya (LLC).

A1. Many of my clients choose a Godo-Kaisya (LLC) from the start because of the many advantages of a Godo-Kaisya, such as lower initial costs, shorter establishment time, faster decision-making because the investors and management are the same, and the ability to freely decide on profit sharing. However, there are some disadvantages, so I try to ask my clients to make a final decision after consultation with me.

Q2. How much capital should I start with?

A2. Currently in Japan, by law, a company can be established with a minimum capital of one yen. Please prepare the capital necessary for the size of the business and the operation of the company. Even if the company is in the red, the corporate inhabitant tax is at least about 70,000 JPY a year. There is also a registration fee for the establishment of the company. The tax rate can also increase based on a capital of 10 million yen to 100 million yen.

There may be also capital restrictions if you are looking to obtain a management and administration visa.

Q3. Can we use a virtual office for the head office?

A3. If the company running the virtual office is in a location where it can be registered, it can be registered, however, if you would like to create a corporate account, it would be difficult to create without an entity.

Q4. Business purposes

A4. (1) There are certain purposes for which permits and approvals are required after the establishment of the company, and they would need to be acquired.

I can introduce administrative scriveners who are members of One-stop Business Startup Kawasaki and they work with you to obtain the license and approval on your behalf.

(2) Prior notification under the Foreign Exchange Act may be required.
Depending on the purpose of your business, your business may fall under the category of an industry that needs to be notified in advance by the Foreign Exchange Law, in which case we will assist you in notifying the competent authorities through the Bank of Japan prior to registration of your business.

Q5. Do the directors have to be domiciled in Japan?

A5. A Godo Kaisha (LLC) or a Kabushiki Kaisha (joint stock company) can be established even if the directors don’t have domicile in Japan.

Q6. How to invest in the company?

A6. Basically, you need to invest in your personal account, and open a corporate account after the company is established.

Q7. What is the minimum number of directors?

A7. A Godo-kaisha or a Kabushiki-kaisha basically requires at least one person.

A Kabushiki-kaisha, if it has a board of directors, requires three directors and one auditor, however, if it does not settle a board of directors, it can be established with only one director.

Q8. When should the fiscal year be?

A8. There is no statutory starting month for a fiscal year, so you can start your fiscal year at any time.

Privately held companies usually have one fiscal year as their fiscal year.

You have to take inventory to close the accounts, so you can set it at a time when your inventory is low. Please contact us because each company has a different situation.

Q9. I’d like you to make a seal for me.

A9. I can order a reasonable corporate stamp for your company on your behalf. Please contact us for more information.

Q10. How long does it take to set up a company?

A10. It takes normally about a week to 10 days to complete the registration after you sign your articles of incorporation and other documents. After the registration, we will obtain a certified copy of the company’s corporate seal and a corporate seal certificate.

Basic Flow

Document preparation/sealing → capital contribution → (Articles of Incorporation authentication only Kabushiki-kaisha) → Company representative’s seal made → application for registration → registration completed

Setting Up Your Company from Home

~Start Your Online Application from March 17, 2020~

Due to the impact of the coronavirus, people are being discouraged from going outside unless the situation is urgent. In other words, people are expected to practice social distancing in Japan.

This is good news for those who want to start a business in Japan. Per the decision of the Future Investment Strategy 2018 in accordance with the policy of the Japanese government, from March 17, 2020, the registration to incorporate a company can now be completed within 24 hours upon receipt of your online application.

If the following conditions apply to you, this way is the fastest way to set up a company from the comfort of your own home.

Companies which meet the following conditions are applicable:

Kabushiki-Kaisha (Stock company) or Good-Kaisha (LLC) 
No more than 5 officers (members)
At the time of online application, the application and the attached PDF documents must be transmitted online (with the electronic signature of the founder)
Registration license tax paid electronically
No missing application forms and attachments, all legal requirements met, and no spelling errors, etc.

What are some of the challenges?

・ All online applications must be done in Japanese.
・ Digital signatures are required for all application documents.
・ In Japan, one must report the seal of a corporation, which must be mailed or brought in writing. Registration will not be completed unless the seal notification is sent to the registry office, and even registration will not necessarily be completed within 24 hours of application.
・ If in rushing to complete the process a mistake is made, the registration would need to be done all over again.
・ Although foreigners who do not have an address in Japan can register as a corporation, it is necessary to prepare the necessary documents in their home country or Japan in advance. The handling procedures differ depending on the country

If you do not meet the above conditions, you can still incorporate yourself.

However, you need to choose the correct and up-to-date information suited to your individual situation.

We, Kawasaki One-stop Business Startup Center, can support you online.

We will create the documents for your company’s incorporation in accordance with the laws and regulations, provide advice, register the establishment of the company, and obtain a certified copy of the registration. In addition, we can also provide services such as tax reporting, labor procedures, visa support, business planning, legal advice by qualified attorneys as well as full support to guide you through the necessary procedures after incorporation. Leave it to our experts.

I look forward to receiving your inquiry.