Part 3: Procedures and Documentation for Registering a Godo Kaisha (GK) in Japan

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Once you have decided on the key aspects of your Godo Kaisha (GK), such as its name, business purpose, head office location, and members, you are ready to proceed with the registration process. This article covers the specific steps and documentation required to register a GK in Japan, ensuring that you can navigate this process smoothly and efficiently.

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1. Preparing Necessary Documents

To register a GK, you’ll need several important documents. The key documents are:

(1) Articles of Incorporation
The Articles of Incorporation are the foundational document for your GK. This document outlines essential details about your company, including:

• Company Name (Godo Kaisha): The official name, which must include “Godo Kaisha.”
• Business Purpose: A clear and specific description of the company’s business activities.
• Head Office Location: The official address of the company.
• Member Information: Names and addresses of each member involved.
• Capital Amount: The total amount of capital contributed by members.

Creating the Articles of Incorporation electronically can save you ¥40,000 in stamp duty. If you choose this option, the document must be electronically notarized using an e-signature, which can simplify the registration process.

(2) Notification of Capital Payment
Once the Articles of Incorporation are completed, you must submit proof that the capital has been paid into a bank account held by a member. This notification document should include:

• A bank statement or transaction slip showing the deposit of the full capital amount.
• Details matching the company name and the member's bank account, verifying the funds were deposited in accordance with the Articles of Incorporation.

(3) Personal Identification Documents
For foreign nationals, identification such as a passport and a copy of the residence card (if applicable) are required. Some jurisdictions may also require a certificate of registered seal (印鑑証明書) for Japanese nationals or foreign residents with long-term visas.

(4) Company Seal
In Japan, companies typically use an official seal (hanko) for legal documentation and contracts. Before registration, create a company seal, as it will be used to seal documents during the registration process. This seal must be registered with the Legal Affairs Bureau.

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2. Filing the Registration with the Legal Affairs Bureau

After preparing the documents, the next step is to submit them to the Legal Affairs Bureau. Here is the filing process:

(1) Submitting the Application
Visit the Legal Affairs Bureau office responsible for your company’s head office location and submit the following documents:

• Articles of Incorporation (with an electronic notarization if applicable)
• Notification of Capital Payment (with supporting bank documentation)
• Personal identification documents for each member
• Company seal registration form

(2) Paying Registration Fees
The registration fee for a GK is ¥60,000, which can be paid in cash or with revenue stamps (shunyu inshi) affixed to the application form. Confirm the accepted payment methods with the specific bureau, as these may vary by location.

(3) Processing Time
The processing time can vary, but it usually takes about 1-2 weeks for the registration to be completed. Once your application is approved, the Legal Affairs Bureau will issue a Certificate of Registered Matters, which officially verifies your company’s registration. This certificate is essential for future procedures, such as opening a bank account or applying for a Business Manager Visa.

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3. Helpful Tips for a Smooth Registration Process

(1) Using Electronic Articles of Incorporation
As mentioned, creating the Articles of Incorporation electronically can save ¥40,000 in stamp duty fees. However, the process requires an electronic signature, which may involve additional steps if you are not familiar with Japan’s e-signature system. Consulting with a notary or legal professional can help streamline this process.

(2) Ensuring Accurate Document Preparation
Japanese legal documentation has specific formatting and phrasing requirements, so ensure that all forms are completed accurately and with consistent information. Typos or inconsistencies can lead to delays. If you are unsure, seeking help from a local administrative scrivener (gyoseishoshi) or legal specialist can be invaluable.

(3) Considering Language Support
Most official documents and procedures are in Japanese, and the Legal Affairs Bureau may not provide English-language support. If you are not fluent in Japanese, it may be beneficial to enlist the help of a bilingual legal consultant or administrative scrivener.

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4. Steps to Take After Registration

Once your GK registration is complete, there are additional steps to officially start business operations:

• Open a Corporate Bank Account: Use the Certificate of Registered Matters to open a company bank account.
• Register with Tax Authorities: File the necessary notifications with the tax office, including corporate tax, consumption tax (if applicable), and any other required forms.
• Enroll in Social Insurance: If you plan to hire employees, you’ll need to register with the social insurance and labor insurance offices.

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Summary

Registering a Godo Kaisha in Japan involves preparing key documents, submitting your application to the Legal Affairs Bureau, and completing necessary steps after registration. By carefully following these procedures and using available resources, you can streamline the process and ensure that your GK is set up correctly and ready for operation.

In Part 4 of this series, we’ll cover the additional procedures required after registration, such as tax registration, social insurance enrollment, and opening a corporate bank account.