Japan KK and GK Annual Compliance - What Every Foreign Owner Must Complete Each Year
AGM Requirements, 決算公告, Director Re-election, Tax Filings, and the Hidden Traps That Catch Foreign Company Owners
Last Updated: April 2026 · Reading Time: ~14 min
Running a Japan Company Is Not a One-Time Setup
Incorporating a KK (株式会社) or GK (合同会社) in Japan is step one. What most foreign owners underestimate is the ongoing annual compliance burden that follows every year of operation.
Miss a filing and you face financial penalties. Miss a director re-election and you trigger mandatory re-registration with personal fines on the representative director. Let the company sit inactive for 12 years without any registered changes and the government will dissolve it by administrative order.
This guide is the annual compliance calendar every foreign-owned Japan entity needs.
The Core Annual Compliance Stack: KK vs. GK
| Requirement | KK (株式会社) | GK (合同会社) | Deadline |
|---|---|---|---|
| Annual General Meeting (定時株主総会) | Required | Not required | Within 3 months of fiscal year end |
| Financial statement public notice (決算公告) | Required | Exempt | Within 3 months of fiscal year end |
| Director re-election registration (役員変更登記) | Every 2 years (default) | Not applicable | Within 2 weeks of re-election |
| Corporate tax return (法人税確定申告) | Required | Required | Within 2 months of fiscal year end |
| Consumption tax return (消費税確定申告) | Required (if taxable) | Required (if taxable) | Within 2 months of fiscal year end |
| Residence tax flat rate (均等割) | Required | Required | Quarterly or semi-annual billing by municipality |
| Social insurance annual salary table (算定基礎届) | Required (if employees) | Required (if employees) | By July 10 |
| Labor insurance renewal (労働保険年度更新) | Required (if employees) | Required (if employees) | By July 10 |
📌 GK has a significantly lighter corporate governance compliance burden than KK, but the same tax and employment compliance stack. The difference is governance formality, not tax simplicity.
KK Annual General Meeting (定時株主総会)
Every KK must convene an annual general meeting (定時株主総会) within 3 months of the end of its fiscal year.
What the AGM must cover:
- Approval of the financial statements (計算書類の承認) including the balance sheet (貸借対照表), profit and loss statement (損益計算書), and statement of changes in net assets
- Declaration of dividends, if any
- Director re-election, if any directors' terms are expiring
Minimum formalities (non-public, foreign-owned KK):
Most foreign-owned KK are not large listed companies. The formal meeting requirements can be satisfied with written shareholder resolutions if the articles permit (書面決議, 会社法第319条). This allows the sole shareholder to approve AGM agenda items in writing without physically convening.
However, the resolution must be properly documented and the resolution record (株主総会議事録) must be retained for 10 years at the company's registered address or principal office.
⚠️ Not holding a 定時株主総会 when required is a violation of the Companies Act (会社法). The penalty is a fine of up to ¥100,000 on the representative director personally (会社法第976条).
決算公告: The Requirement Most Foreign KK Owners Ignore
Under the Companies Act (会社法第440条), every KK must publish its financial statements (決算公告) publicly every year. GK entities are exempt.
Publication methods (choose one):
| Method | Cost | Validity |
|---|---|---|
| 官報 (Official Gazette) print publication | ¥30,000-80,000 per notice | Legally compliant |
| Company website publication (定款で定めた場合) | Near zero (hosting costs only) | Legally compliant if articles specify this method |
| Newspaper with broad circulation (日経等) | ¥100,000+ | Legally compliant but rarely used |
The practical path for foreign-owned KK:
Amend the articles of incorporation (定款) at incorporation or by special shareholder resolution to designate the company website as the public notice method (電子公告). Then publish the balance sheet (abbreviated form) on the website within 3 months of fiscal year end, and maintain it for 5 years.
If the articles do not designate a method, the statutory default is 官報 publication. Many foreign KK owners simply pay the 官報 fee annually rather than amending the articles. Either approach is compliant.
⚠️ Not publishing the 決算公告 is a violation (会社法第976条). Fine up to ¥100,000. This is widely non-enforced in practice, but the liability exists and it surfaces in due diligence when you try to sell the company.
Director Re-election and 役員変更登記
This is where foreign-owned KK face the most frequent compliance failures.
KK Director Terms
Under the Companies Act, KK directors have a maximum term of:
- 2 years (default for all KK)
- 10 years (permitted for non-public companies, if the articles specify this extended term)
Most foreign-owned KK benefit from extending director terms to 10 years in the articles at incorporation to avoid biennial re-registration overhead.
If your KK has 2-year director terms:
Every 2 years, the AGM must resolve to re-appoint each continuing director. Within 2 weeks of the AGM resolution, the 役員変更登記 (director change registration) must be filed at the Legal Affairs Bureau (法務局).
Filing fee: ¥10,000 per registration (申請手数料). Judicial scrivener (司法書士) fee: ¥20,000-40,000 if using a professional.
The Dormancy and Dissolution Trap (みなし解散)
A KK or GK that has not filed any registered change for 12+ years will receive a notice from the Legal Affairs Bureau. If the company does not respond within 2 months, the Bureau may administratively dissolve it (みなし解散, 会社法第472条).
This catches foreign-owned companies that:
- Set up a Japan entity and then reduce activity
- Extend director terms to 10 years and then forget to re-register at the 10-year point
- Move registered addresses without updating the registration
Prevention: Set a calendar reminder for every registered event deadline. If no other registrations occur, the 10-year director re-election forces at least one registration per decade.
Corporate Tax Return (法人税確定申告)
Every Japan entity, KK or GK, regardless of profit or revenue, must file an annual corporate tax return.
Standard Filing Deadlines
| Tax | Deadline | Extension Available |
|---|---|---|
| Corporate income tax (法人税) | Within 2 months of fiscal year end | Yes, to 3 months on application (延長申請) |
| Local corporate tax (地方法人税) | Same as corporate income tax | Same extension |
| Prefectural enterprise tax (事業税) | Within 2 months | Same extension |
| Municipal and prefectural residence tax (法人住民税) | Within 2 months | Same extension |
📌 The 2-to-3 month extension (申告期限の延長) for corporate income tax is widely used by companies with complex year-end accounting. Apply by the original 2-month deadline for automatic extension.
Zero-Activity Returns
Even if the company has zero revenue, zero employees, and zero activity for the entire year, the annual corporate tax return must still be filed. Failure to file results in:
- Penalties for non-filing (無申告加算税): 15-20% of the tax due (minimum ¥50,000 penalty even on zero-tax returns)
- Interest on any unpaid tax (延滞税)
均等割: The Minimum Residence Tax
Even a zero-activity company owes the 均等割 (local residence tax flat rate), which is levied regardless of income:
| Company Size | Tokyo (standard) | Approximate Annual Amount |
|---|---|---|
| Paid-in capital ≤ ¥10M, employees ≤ 50 | ¥70,000/year | ¥70,000 |
| Paid-in capital ¥10M-¥100M | Higher | ¥170,000-¥250,000/year (varies by location) |
This is billed by the local municipality, separate from the tax return filing. It continues until formal dissolution.
Consumption Tax (消費税) Annual Filing
Companies registered for Japan Consumption Tax (JCT, 消費税) must file an annual return. Companies with taxable sales exceeding ¥10 million in the reference period (2 fiscal years prior) are mandatory registrants.
Since the October 2023 Invoice Registration System (インボイス制度) introduction, many smaller companies have voluntarily registered as qualified invoice issuers (適格請求書発行事業者), regardless of turnover, to maintain B2B customer relationships. Registered entities must file JCT returns.
Filing deadline: Same as corporate tax, within 2 months of fiscal year end.
Quarterly / monthly prepayment: Companies with prior-year JCT liability above ¥480,000 must make interim (中間申告) prepayments. Above ¥4.8M liability: monthly prepayments required.
Employment Compliance: Two Annual Deadlines Everyone Misses
If the company has any employees:
算定基礎届 (Annual Salary Table Renewal) - July 10 Deadline
Every year by July 10, employers must submit the 算定基礎届 (standard remuneration monthly declaration) to the Japan Pension Service (日本年金機構). This form updates the standard monthly remuneration used to calculate social insurance (health insurance + pension) premiums for each employee for the following year.
Missing this deadline results in the pension office calculating premiums on the prior year's rates, which can cause arrears and correction assessments.
労働保険年度更新 (Labor Insurance Annual Renewal) - July 10 Deadline
By July 10, employers must complete the 年度更新 (annual renewal) for labor insurance (労働保険): employment insurance (雇用保険) and workers' compensation insurance (労災保険). This declaration:
- Settles actual premiums for the prior year
- Estimates premiums for the current year
- Triggers payment of the difference
Payment is due simultaneously with filing. Late payment incurs penalty premium (追徴金).
Fixed Asset Tax (固定資産税)
If the company owns real property or depreciable business assets (償却資産) above the small exemption threshold (¥1.5 million taxable basis in most municipalities), it is subject to fixed asset tax billed by the local municipality.
The annual declaration (償却資産申告書) for business assets must be filed by January 31 each year for the prior year's asset additions.
Fixed asset tax is billed in 4 installments (April, July, December, February for Tokyo) regardless of when the declaration is filed.
Full Annual Compliance Calendar (Example: March 31 Fiscal Year End)
| Month | Action | Who |
|---|---|---|
| January | Fixed asset (償却資産) declaration due January 31 | Company / tax accountant |
| March | 定時株主総会 within 3 months of fiscal year end (March 31 FY: by June 30) | Representative director |
| May-June | 決算公告 on company website or 官報 (within 3 months) | Representative director |
| May-June | Corporate tax return due June 2 (2 months after March 31 FY end) | Tax accountant |
| May-June | Consumption tax return due June 2 | Tax accountant |
| May-June | Director re-election registration (if term expiring) | Judicial scrivener |
| July 10 | 算定基礎届 to Japan Pension Service | HR / labor consultant |
| July 10 | 労働保険年度更新 | HR / labor consultant |
| Throughout year | Register any director/address/capital changes within 2 weeks of resolution | Judicial scrivener |
| Throughout year | 均等割 payments on municipal billing schedule | Finance |
📌 If your fiscal year end is December 31 (calendar year), shift all deadline months by 9 months from the March 31 example above.
Special Case: Companies With No Japan Resident Director
Many foreign-owned KK and GK have a non-resident representative director. This is legally permissible for KK (the Companies Act does not require a Japan-resident director). However:
- The representative director must sign statutory documents. Remote signing with Japanese-language notarization is possible but slow.
- Banks often require in-person representative director visits for account maintenance. Non-resident directors cannot do this easily.
- The Legal Affairs Bureau will accept notarized filings but processing times can be longer.
If your company has a non-resident representative director, build extra lead time (4-6 weeks) for any filing that requires their signature.
Annual Compliance Costs: What to Budget
| Item | Annual Cost Range |
|---|---|
| Corporate tax return preparation (tax accountant) | ¥150,000-400,000 |
| Consumption tax return (included in above or separate) | ¥50,000-100,000 |
| 決算公告 (if 官報) | ¥30,000-80,000 |
| Director re-election registration (if 2-year term) | ¥30,000-60,000 (司法書士 + government fee) |
| Social insurance and labor insurance annual declarations | ¥30,000-80,000 (labor consultant) |
| Fixed asset tax (if applicable) | Variable (depends on assets held) |
| Total (small KK, no employees, 官報 method) | ~¥250,000-600,000/year |
Common Annual Compliance Mistakes by Foreign Owners
| Mistake | Consequence |
|---|---|
| Not holding 定時株主総会 for KK | Fine up to ¥100,000 on representative director |
| Skipping 決算公告 | Fine up to ¥100,000; surfaces as a defect in M&A due diligence |
| Missing director re-election within 2-year term | Fine + 役員変更登記 must be backdated; creates gap in corporate register |
| Filing no tax return (even zero-activity) | Non-filing penalty (15-20% surcharge on tax due) |
| Forgetting 均等割 on a dormant company | Tax arrears accumulate; block dissolution filing |
| Missing 算定基礎届 July 10 deadline | Pension premium miscalculation; correction assessments |
| Not registering director address changes | Registered agent notification failures; compliance gaps |
How Aplash Supports Annual Compliance
Aplash coordinates Japan entity compliance for foreign-owned KK and GK across the annual cycle, including:
- Tax filing coordination: connecting clients with qualified 税理士 for corporate and JCT returns
- Corporate secretarial coordination: coordinating 司法書士 for director re-election and other registered changes
- 決算公告 management: handling 官報 publication or website publication setup
- Compliance calendar setup: building the annual compliance calendar at incorporation and flagging upcoming deadlines
For a compliance audit of an existing Japan entity, contact Aplash. We can assess the current status of filings, registrations, and pending deadlines within a scoping call.
Aplash is a Japan regulatory strategy and market entry firm. aplash.io