How to Register a Company in Japan (KK vs GK) — Complete Guide

Introduction

Japan offers a stable legal framework and one of the world's largest economies, making it an attractive destination for foreign entrepreneurs. If you are considering establishing a business presence in Japan, you will need to choose between two main corporate structures: the KK (Kabushiki Kaisha / 株式会社) and the GK (Godo Kaisha / 合同会社).

Both entity types provide limited liability protection and can be established by foreign nationals. However, they differ significantly in cost, governance requirements, credibility, and flexibility. This guide walks you through both structures in detail, the full registration process, and the documents you will need once your company is operational.

While the legal minimum capital is just one yen for both entity types, practical considerations around bank accounts, visa sponsorship, and business credibility mean that most companies start with considerably more. This guide covers those practical realities alongside the legal requirements.

KK (Kabushiki Kaisha / 株式会社) — The Stock Company

The KK is Japan's most widely recognized corporate structure and is roughly equivalent to a C-Corporation in the United States or a PLC in the United Kingdom. It is the default choice for companies that plan to operate at scale, hire employees, or conduct business with larger Japanese firms.

Key Requirements

• Capital: Legal minimum is just 1 yen, but practically you should budget at least 5 million yen. Immigration authorities typically require 5 million yen or more in capital to sponsor a Business Manager visa. Banks also view higher capital more favorably when opening corporate accounts.
• Directors: At least one representative director (daihyo torishimariyaku / 代表取締役) is required. There is no residency requirement for directors since the 2015 reform, though having at least one Japan-resident director is strongly recommended for practical reasons such as banking and tax filings.
• Articles of Incorporation: Must be drafted in Japanese and notarized by a Japanese notary public (koshonin / 公証人). The articles define the company name, purpose, address, capital amount, fiscal year, and governance structure.
• Company Seal: A registered corporate seal (jitsuin / 実印) is required. You will need to register it at the Legal Affairs Bureau during the incorporation process.

Costs

• Registration tax (登録免許税): 150,000 yen (or 0.7% of capital, whichever is higher)
• Articles notarization fee: 30,000 to 50,000 yen (depends on capital amount; 50,000 yen for capital under 1 million yen, 40,000 yen for 1–3 million yen, 30,000 yen for above 3 million yen)
• Revenue stamps for notarized articles: Approximately 2,000 yen
• Company seal production: 5,000 to 30,000 yen
• Judicial scrivener fees (if using professional help): 80,000 to 150,000 yen

Total out-of-pocket for a KK registration typically ranges from 250,000 to 400,000 yen excluding the capital deposit itself.

Timeline

From the time all preparation is complete, registration at the Legal Affairs Bureau typically takes 1 to 2 weeks. Including the preparation phase (drafting articles, obtaining a seal, opening a capital deposit account), the entire process usually takes 2 to 4 weeks.

GK (Godo Kaisha / 合同会社) — The Limited Liability Company

The GK was introduced in 2006 as part of Japan's Companies Act reform. It is modeled loosely on the American LLC and offers a simpler, cheaper alternative to the KK. Many foreign entrepreneurs choose the GK for its lower setup costs and more flexible governance.

Key Requirements

• Capital: Same legal minimum of 1 yen. Practical considerations are similar to the KK, though some GK owners start with lower capital since they are not seeking external investment.
• Members: At least one member (shain / 社員) is required. Members serve as both owners and managers by default. There is no board of directors, no corporate auditors, and no requirement for annual shareholder meetings.
• Articles of Incorporation: Must be drafted in Japanese, but notarization is not required. This saves both time and money.
• Company Seal: A registered corporate seal is required, same as a KK.

Costs

• Registration tax: 60,000 yen (or 0.7% of capital, whichever is higher)
• No notarization fee (articles do not require notarization)
• Company seal production: 5,000 to 30,000 yen
• Judicial scrivener fees: 60,000 to 100,000 yen

Total out-of-pocket for a GK registration typically ranges from 100,000 to 200,000 yen, roughly half the cost of a KK.

Advantages of the GK

• Significantly lower registration costs
• No notarization requirement for articles of incorporation
• Simpler governance with no board or auditor requirements
• Flexible profit distribution (not required to be proportional to capital contributions)
• Easier to amend the articles of incorporation

Considerations

• Less recognized by Japanese business partners, particularly larger corporations
• Cannot issue shares or go public (an IPO requires conversion to KK)
• Some banks and government agencies may view a GK less favorably
• Converting from GK to KK later is possible but involves additional cost and paperwork

KK vs GK — Comparison Table

Step-by-Step Registration Process

The following steps apply to both KK and GK structures, with differences noted where applicable.

1. Choose your company type (KK or GK). Consider your business plan, visa requirements, expected partners, and budget. If you need a Business Manager visa, ensure your capital meets immigration guidelines (typically 5 million yen minimum).
2. Prepare the Articles of Incorporation (定款). Draft the articles in Japanese. These must include the company name (trade name), head office address, stated purpose (business activities), capital amount, and fiscal year. For a KK, you must also specify the share structure. A judicial scrivener (shiho shoshi) or attorney can assist.
3. Notarize the articles (KK only). For a KK, the articles must be notarized at a notary public office (koshoyakuba) in the same prefecture as the company's registered address. This step is not required for a GK. The notarization fee ranges from 30,000 to 50,000 yen.
4. Deposit the capital. Deposit the capital amount into a personal bank account of a founding member or director in Japan. The bank statement showing the deposit will be included in the registration filing. Note that a corporate bank account cannot exist until after registration, so the capital goes into a personal account first.
5. Register at the Legal Affairs Bureau (法務局). Submit the registration application (toki shinsei) along with the articles of incorporation, capital deposit evidence, director consent forms, seal registration form, and other required documents. The date of submission becomes the official date of incorporation.
6. Register for taxes. Within two months of incorporation, file notifications with the tax office (zeimusho), prefectural tax office, and municipal tax office. You will need to submit a corporate establishment notification (hojin setsuritsu todoke) and elect a fiscal year if different from the default.
7. Register for social insurance. If you hire employees (or if the representative director receives compensation), you must register for health insurance and pension (shakai hoken) at the Japan Pension Service and for labor insurance at the Labor Standards Inspection Office.

Documents You Will Need After Registration

Once your company is registered, you will need to obtain several official documents to open bank accounts, apply for visas, and conduct business. These include:

• Company Registry Certificate (履歴事項全部証明書) — proves your company legally exists and shows its registered details. Required by banks, immigration, and business partners.
• Corporate Seal Certificate (印鑑証明書) — certifies the authenticity of your company seal. Needed for contracts, bank accounts, and real estate transactions.
• Articles of Incorporation (定款) — the original or certified copy of your company's founding document. Banks and partners may request this.

We can obtain all of these documents on your behalf. Place an order through our website and receive certified copies without navigating the Japanese bureaucracy yourself.

Common Mistakes to Avoid

• Choosing a restricted business purpose. The stated purpose in your articles of incorporation defines what your company can legally do. Make it broad enough to cover future activities. Adding purposes later requires an amendment filing.
• Insufficient capital for visa sponsorship. Immigration typically requires at least 5 million yen in capital for a Business Manager visa. Registering with less may result in a visa denial.
• Not having a registered office address. A virtual office may not be accepted by some banks or government agencies. Consider a physical office or co-working space with a registered address service.
• Forgetting to file tax registrations on time. You must notify the relevant tax offices within two months of incorporation. Late filing can result in penalties.
• Ignoring social insurance obligations. Even a single-person company where the director receives compensation must register for social insurance. Non-compliance can lead to fines and difficulties with government contracts.
• Using a company name that is too similar to an existing company. While Japan does not prohibit identical trade names in different registry jurisdictions, using a name too similar to an established company can create legal and practical problems.
• Not registering a company seal immediately. The seal registration is part of the incorporation filing. Without a registered seal, you cannot sign contracts or open bank accounts.