Can a Foreigner Incorporate Remotely?
Yes. Since March 2015, the Companies Act imposes no residency or nationality requirement on directors or shareholders of a KK or GK. You can incorporate a 100% foreign-owned Japanese company without setting foot in Japan.
That said, "legally possible" and "practically smooth" are two different things. This guide walks you through the actual process — including the banking, director, and visa realities that most guides gloss over.
The 8 Building Blocks of a Japanese Company
Every Japanese company — whether KK or GK — requires these elements before registration with the Legal Affairs Bureau (法務局):
| # | Element | Detail |
|---|---|---|
| 1 | Company Name (商号) | Must be unique within the same municipal jurisdiction. Can use Japanese characters, Latin script, or Arabic numerals. Must include 株式会社 (KK) or 合同会社 (GK). |
| 2 | Business Purpose (目的) | Defined in Articles of Incorporation. Must be specific enough to be understood but broad enough to cover future activities. Registered publicly. |
| 3 | Registered Office Address | A verified physical address in Japan. Virtual office addresses may work for incorporation but are not accepted for Business Manager visa applications. |
| 4 | Capital (資本金) | Legal minimum is ¥1. Practical minimum depends on banking and visa needs — see below. |
| 5 | Articles of Incorporation (定款) | The foundational governance document. KK requires notarization; GK does not. |
| 6 | Corporate Seal (法人印鑑) | Must be registered with the Legal Affairs Bureau. Required for all official transactions. |
| 7 | Directors / Members | KK: at least 1 director. GK: at least 1 member. No nationality or residency requirement by law. |
| 8 | Capital Injection | Must be deposited into a bank account (personal account of a director for initial deposit) and verified before filing. |
Capital — How Much Do You Actually Need?
The legal minimum is ¥1. But the amount you choose sends signals to banks, immigration, and business partners:
| Your Situation | Recommended Capital | Why |
|---|---|---|
| GK subsidiary, no visa needed | ¥1M–5M | Enough for banking credibility |
| KK for B2B operations | ¥5M–10M | Shows substance to enterprise clients |
| Business Manager visa (post-Oct 2025) | ¥30M+ | New visa requirement — capital must be deployed in operations |
| HSP visa + incorporation | ¥10M–30M | Depends on point calculation and business plan |
⚠️ Banking reality: Banks evaluate your capital amount when deciding whether to approve a corporate account. ¥1 capital will almost certainly result in rejection. Even ¥1M can be borderline for major banks. ¥5M+ materially improves your odds.
📌 For Business Manager visa capital requirements, see: ISA — Business Manager Visa Reform
The Director Question — Not Required, But Recommended
The Law
The Companies Act (since 2015) does not require a Japan-resident director for KK or GK incorporation. All directors and shareholders may reside overseas.
The Reality
💡 While a Japan-resident director is not legally required, we strongly recommend appointing one — particularly if you need a corporate bank account.
Here's why:
| Task | Without JP Director | With JP Director |
|---|---|---|
| Incorporation filing | ✅ Possible remotely | ✅ Standard |
| Corporate bank account opening | ❌ Extremely difficult — major banks expect in-person visits by someone with JP address | ✅ Significantly higher approval rate |
| Receiving registered legal mail | ❌ Risk of missed deadlines | ✅ Handled locally |
| NTA / tax office visits | ❌ Requires separate agent | ✅ Direct attendance |
| Signing contracts with JP counterparties | ⚠️ Often requires physical seal + presence | ✅ Seamless |
| Business Manager visa application | ❌ Cannot apply without JP presence | ✅ Required for visa |
📌 Practical solution: If you don't have a Japan-based individual to serve as director, a qualified incorporation service provider can introduce a resident representative director and structure the arrangement to maintain your operational control while meeting banking and administrative requirements.
Step-by-Step Incorporation Process
For KK (株式会社) — Typical 4–6 Week Timeline
Week 1 Week 2 Week 3 Week 4–6
┌──────────────────┐ ┌──────────────────┐ ┌──────────────────┐ ┌──────────────────┐
│ CONSULTATION │ │ DOCUMENTATION │ │ NOTARIZATION │ │ POST-INCORP. │
│ │ │ │ │ & FILING │ │ │
│ • Structure │→ │ • Draft Articles │→ │ • Notarize │→ │ • Seal registered│
│ decision │ │ • Capital prep │ │ Articles │ │ • Tax registration│
│ • Name check │ │ • Office address │ │ • File at Legal │ │ • Bank account │
│ • Director plan │ │ • Seal ordered │ │ Affairs Bureau │ │ • QIS enrollment │
│ • Docs collected │ │ │ │ • Registration # │ │ • Social insurance│
└──────────────────┘ └──────────────────┘ └──────────────────┘ └──────────────────┘
For GK (合同会社) — As Fast as 7 Business Days
Day 1–3 Day 3–5 Day 5–7+
┌──────────────────┐ ┌──────────────────┐ ┌──────────────────┐
│ PREPARATION │ │ FILING │ │ POST-INCORP. │
│ │ │ │ │ │
│ • Draft Articles │→ │ • File at Legal │→ │ • Seal registered│
│ (no notary!) │ │ Affairs Bureau │ │ • Tax registration│
│ • Capital deposit│ │ • Registration # │ │ • Bank account │
│ • Seal ordered │ │ issued │ │ │
└──────────────────┘ └──────────────────┘ └──────────────────┘
⚡ GK skips notarization → saves ~2 weeks and ~¥50,000
Documents Required from Non-Resident Founders
| Document | Purpose | Where to Obtain |
|---|---|---|
| Passport copy (all directors/members) | Identity verification | Your country |
| Overseas residence certificate | Address proof | Your country's government |
| Signature certificate (サイン証明書) | Substitutes for JP seal certificate | Your country's Japanese embassy/consulate, or local notary with apostille |
| Capital injection bank transfer confirmation | Proves capital was deposited | Bank statement showing transfer |
| Company name candidates (3 options) | Legal Affairs Bureau checks for conflicts | You choose; provider pre-screens |
⚠️ Signature certificate: This is the most frequently delayed document. For non-residents without a Japanese seal (印鑑), a notarized signature certificate authenticated by a Japanese embassy or consulate (or apostilled by a local notary in Hague Convention countries) is required. Start this early — embassy appointments can take 2–4 weeks.
Cost Breakdown — Full Picture
Government Fees (Non-Negotiable)
| Fee | KK | GK |
|---|---|---|
| Registration tax (登録免許税) | ¥150,000 | ¥60,000 |
| Notary fee (Articles certification) | ¥30,000–50,000 | ¥0 |
| Stamp duty (紙定款) | ¥40,000 (waived if e-filed) | ¥40,000 (waived if e-filed) |
| Corporate seal creation | ¥10,000–30,000 | ¥10,000–30,000 |
| Certificate of Registered Matters | ~¥600 per copy | ~¥600 per copy |
| Seal Registration Certificate | ~¥450 per copy | ~¥450 per copy |
| Government total | ~¥200,000–280,000 | ~¥70,000–130,000 |
Professional Service Fees (Market Range)
| Provider Type | KK Range | GK Range |
|---|---|---|
| Local judicial scrivener (JP only) | ¥50,000–200,000 | ¥30,000–100,000 |
| Bilingual specialist provider | $2,000–$6,500 | $1,200–$3,500 |
| Global law firm / Big 4 | $8,000–$25,000+ | $5,000–$15,000+ |
💡 Bilingual specialists offer the best balance of quality, communication, and cost for most foreign founders. Global firms are justified only for complex multi-jurisdictional structures.
Post-Incorporation — What Happens Next
Registration at the Legal Affairs Bureau gives you a company. But you're not operational until these steps are complete:
| Post-Incorporation Task | Authority | Deadline |
|---|---|---|
| Corporate tax registration | NTA (national) + local tax office | Within 2 months of incorporation |
| Qualified Invoice System (QIS) registration | NTA | Before issuing first B2B invoice |
| Social insurance enrollment | Pension Service + Health Insurance | When hiring first employee |
| Labor insurance registration | Labour Bureau | When hiring first employee |
| Corporate bank account opening | Private bank | ASAP — this is the bottleneck (see Blog 15) |
| FEFTA notification (foreign investment) | Bank of Japan | Within 15 days of share acquisition by non-resident |
The FEFTA Notification — Often Forgotten
When a non-resident or foreign company acquires shares in a Japanese company (including at incorporation), a post-investment notification must be filed with the Bank of Japan under the Foreign Exchange and Foreign Trade Act (外為法).
For most industries, this is a simple post-transaction filing. However, for designated sectors (defense, telecom, energy, transport, agriculture, etc.), prior notification is required — and investment cannot proceed until the 30-day review period expires or is waived.
📌 Official Source: Ministry of Finance — FEFTA
Common Mistakes to Avoid
| Mistake | Consequence | Prevention |
|---|---|---|
| Starting bank account process before incorporation is complete | Wasted time — banks require Certificate of Registered Matters | Sequence properly |
| Choosing ¥1 capital | Bank account rejection; credibility issues | Use ¥5M+ for most situations |
| Not preparing signature certificate early | 3–4 week delay for embassy appointment | Start document prep in Week 1 |
| Writing overly narrow business purpose | Need to amend Articles (¥30,000+) when expanding | Draft purpose broadly |
| No Japan-resident director or contact | Bank account near-impossible; mail and notices missed | Arrange resident director introduction |
| Ignoring FEFTA notification | Potential penalties; regulatory complications | File within 15 days of share acquisition |
| Selecting virtual office for visa purposes | Business Manager visa application rejected | Use a physical, dedicated office |
✅ Non-Resident Incorporation Checklist
- Decide KK or GK based on banking, visa, and business needs
- Prepare passport copies for all directors/members
- Obtain signature certificate from Japanese embassy or local notary + apostille
- Confirm capital amount (consider banking + visa requirements)
- Secure registered office address in Japan
- Arrange Japan-resident director if needed (recommended for banking)
- Draft and file Articles of Incorporation (notarize for KK)
- Deposit capital and obtain bank confirmation
- File with Legal Affairs Bureau → receive registration number
- Register corporate seal
- Complete NTA tax registration within 2 months
- Register for Qualified Invoice System if conducting B2B sales
- File FEFTA notification via Bank of Japan
- Open corporate bank account (start process immediately post-registration)
Official References
| Source | Link |
|---|---|
| Companies Act (English) | japaneselawtranslation.go.jp |
| Commercial Registration Act (English) | japaneselawtranslation.go.jp |
| JETRO — Incorporating Your Business | jetro.go.jp |
| NTA — Corporation Tax Registration | nta.go.jp |
| Ministry of Finance — FEFTA | mof.go.jp |
This article is for informational purposes only. Consult a licensed judicial scrivener (司法書士), tax accountant (税理士), or attorney (弁護士) for your specific incorporation needs.