Japan has a well-defined legal framework governing the formation and operation of business entities. The primary legislation that regulates companies in Japan is the Companies Act (Kaisha-hou), which underwent significant revisions in 2006. Here's an overview of the provisions of the Companies Act in Japan, the types of business entities, the procedure for company incorporation, applicable forms, documents required for registration, fees, and taxation under Japanese tax laws:

Provisions of the Companies Act in Japan:

The Companies Act in Japan provides the legal framework for various types of business entities, their formation, governance, and dissolution. Key provisions include:

1. Types of Business Entities:

• Joint Stock Companies (Kabushiki Kaisha or KK)
• Limited Liability Companies (Godo Kaisha or LLC)
• Limited Partnerships (Goshi Kaisha)
• General Partnerships (Gomei Kaisha)
• Sole Proprietorships (Kojin Jigyo)

2. Corporate Governance:

• The Act defines the roles and responsibilities of directors, auditors, and shareholders.
• It outlines the procedures for shareholder meetings, appointment of directors and officers, and financial reporting.

3. Capital and Shares:

• It sets rules for the issuance and transfer of shares, as well as capital requirements.

Types of Business Entities:

1. Joint Stock Company (Kabushiki Kaisha or KK):

• KK is a commonly used business entity in Japan.
• It offers limited liability protection to shareholders.
• Shares of KK can be publicly traded on stock exchanges.

2. Limited Liability Company (Godo Kaisha or LLC):

• LLCs provide limited liability protection to members (owners).
• They offer flexibility in terms of management and operation.

3. Limited Partnership (Goshi Kaisha):

• Limited partnerships have both limited and general partners.
• Limited partners have limited liability, while general partners have unlimited liability.

Procedure for Incorporation of a Company in Japan:

1. Reserve a Company Name:

• Choose a unique name for your company and ensure its availability.

2. Draft Articles of Incorporation:

• Prepare the articles of incorporation, specifying details about the company's purpose, capital, and structure.

3. Appoint Directors and Auditors:

• Appoint directors and, if required, statutory auditors.

4. Capital Contribution:

• Capital contribution is required for KK and LLC. Deposit the capital in a bank account.

5. Notarize the Articles of Incorporation:

• The articles of incorporation must be notarized by a notary public.

6. Register with the Legal Affairs Bureau:

• File the articles of incorporation and other required documents with the Legal Affairs Bureau.

7. Receive Company Registration Certificate:

• Once approved, you'll receive a company registration certificate.

Forms, Documents, and Fees:

• Specific forms and documents are required for each type of business entity.
• Documents may include the articles of incorporation, a capital contribution certificate, and notarized documents.
• Fees for registration and notarization vary depending on the type of company and its capital.

Taxation under Japanese Tax Laws:

• Japan has a corporate income tax (CIT) system, and companies are subject to CIT on their taxable income.
• The CIT rate for national corporations is 23.2% (including local taxes) as of my last knowledge update in September 2021.
• Companies must also comply with consumption tax (similar to VAT/GST) regulations.

Compliance:

• Companies in Japan must comply with accounting standards, financial reporting requirements, and taxation regulations.
• They should file annual corporate income tax returns and, if applicable, consumption tax returns.

The laws and regulations can change, and it's crucial to consult with legal and tax professionals or the relevant authorities in Japan for the most up-to-date and detailed information on company incorporation, registration, and taxation in Japan. Our professionals are here to help you into your journey of startup.