Company Formation & Entity Setup in Japan

KK and GK incorporation, Legal Affairs Bureau registration, inkan registration, and post-formation compliance setup.

Japan Reviewed September 2026

Currency

JPY (Japanese yen)

Legal forms

Kabushiki Kaisha (KK) · Godo Kaisha (GK)

Minimum share capital

JPY 1 legally (KK/GK) · JPY 30,000,000 practical minimum for a foreign owner-manager to qualify for the Business Manager visa (since Oct 2025)

Registration body

Legal Affairs Bureau (Ministry of Justice)

Formation timeline

GK: ~7–10 business days once documents are ready (2–4 weeks overall); KK: 14–21 business days due to mandatory notarization (4–8 weeks overall)

Corporate tax rate

23.2% national (15% on the first JPY 8M for SMEs with capital ≤JPY 100M); effective combined rate ~31.5–35.4% with local taxes

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How company formation works in Japan

Japan's national corporate tax rate is 23.2% (reduced to 15% on the first JPY 8 million of taxable income for SMEs with paid-in capital of JPY 100 million or less), but the figure that matters for budgeting is the effective combined rate once local taxes are layered on: national local corporate tax, enterprise tax and inhabitants tax bring the effective rate to approximately 31.5% for large corporations and up to 35.4% for SMEs. Two further changes apply to fiscal years beginning on or after 1 April 2026 — a revised 10.3% national local corporate tax rate and a new 4% "defence capabilities" surcharge on base corporate tax above a JPY 5 million deduction — both of which shift the effective rate mid-transition for companies whose fiscal year does not align with 1 April.

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Matched to your business objective

Kabushiki Kaisha (KK)

Liability

Limited to company assets

Min. capital

JPY 1 legally (KK/GK) · JPY 30,000,000 practical minimum for a foreign owner-manager to qualify for the Business Manager visa (since Oct 2025)

The standard vehicle for an operating subsidiary of a foreign company — the default choice for most market-entry engagements in Japan.

Godo Kaisha (GK)

Liability

Limited to company assets

Min. capital

JPY 1 legally (KK/GK) · JPY 30,000,000 practical minimum for a foreign owner-manager to qualify for the Business Manager visa (since Oct 2025)

Used for larger operations, more formal governance needs, or entities seeking to raise capital publicly.

Branch

Liability

None separate — the foreign parent company bears full liability

Min. capital

None — no separate capital requirement

Useful for testing the Japan market before committing to a subsidiary, or for keeping a single legal entity across borders. Creates a taxable presence — profits are generally taxed in Japan.

Representative office

Liability

N/A — not a registered legal entity in most cases

Min. capital

None

For market research and liaison activity only — cannot sign contracts, invoice, or trade locally in most jurisdictions.

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What it takes to register, and how long

Formation runs through the Legal Affairs Bureau (Ministry of Justice), typically taking GK: ~7–10 business days once documents are ready (2–4 weeks overall); KK: 14–21 business days due to mandatory notarization (4–8 weeks overall).

  • Business Manager visa capital jump — — raised from JPY 5 million to JPY 30 million in October 2025, alongside new management-experience-or-degree, full-time-employee and Japanese-language requirements for the applicant or that employee
  • Inkan and notarization formalities — — KK incorporation requires Articles of Incorporation notarized by a notary attached to the Legal Affairs Bureau and a registered company seal (inkan), adding steps with no direct analogue in signature-based jurisdictions
  • Qualified Invoice System step-downs — — since October 2023, input tax credits require invoices from registered issuers; the transitional deduction rate for purchases from non-registered suppliers steps down again from 80% to 70% in October 2026
  • Layered 2026 tax changes — — the revised 10.3% national local corporate tax rate and a new 4% defence-capabilities surcharge both apply to fiscal years beginning on or after 1 April 2026, changing the effective rate mid-transition for non-calendar-year filers
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Frequently asked questions

What is the actual minimum capital to incorporate a company in Japan?
Legally, JPY 1 is sufficient to incorporate either a Kabushiki Kaisha (KK) or Godo Kaisha (GK) under the Companies Act. In practice, registration tax is calculated as 0.7% of capital with a minimum of JPY 150,000 for a KK and JPY 60,000 for a GK, and — separately — a foreign national who wants to manage the company under the Business Manager visa needs at least JPY 30 million in paid-in capital as of October 2025.
How did the Business Manager visa change in 2025?
A Ministry of Justice ordinance effective 16 October 2025 raised the minimum capital requirement from JPY 5 million to JPY 30 million — a sixfold increase — and added requirements for either 3+ years of management experience or a relevant master's degree, at least one full-time employee, and Japanese-language proficiency held by the applicant or that employee. Applications submitted before 16 October 2025 were assessed under the old JPY 5 million threshold.
What is the Qualified Invoice System and what changes in 2026?
Since October 2023, businesses must hold invoices from registered ("qualified") issuers to claim input consumption tax credits. A transitional measure currently allows partial credit on purchases from non-registered suppliers; that allowance steps down from 80% to 70% deductible starting October 2026, and continues stepping down through 2031.
When does a Japanese company require a statutory audit?
The Companies Act requires a CPA or audit-corporation statutory audit for "large" Kabushiki Kaisha — defined as paid-in capital of JPY 500 million or more, or liabilities of JPY 20 billion or more — and for any company that voluntarily establishes an accounting auditor, audit committee, or nominating committee.

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The October 2025 Business Manager visa reform means capital planning for a Japanese entity can no longer be decided on Companies Act minimums alone — if a foreign principal intends to reside in Japan as the entity's manager, JPY 30 million in paid-in capital, together with the accompanying experience, staffing and language conditions, is now the effective floor, not JPY 1.