Setting up Branch Office

Japanese Branch Office ("BO") is one of types of business operation to engage in sales activities in Japan. See the following page for types of business operation in Japan. >> Types of Business Operation.

Even though BO does not have its own legal corporate status and is recognized as a part of the foreign company under Japanese Companies Act, setting up a BO requires legal registration of necessary information at Legal Affairs Bureau. Representative in Japan must be appointed by the head office of the company, and the reprentative has to be a person who resides in japan. See also the following page to know the characteristics, advantages and disadvantages of BO. >> Shiten – Branch Office

Information to be registered in the registry in Japan as Branch Office of foreign company

  • Corporate name (same as the foreign company)
  • Address of head office
  • Address of Japanese Branch Office
  • Method of public notice
  • Law under which the company is organized
  • Date of establishment of the company
  • Purpose of the company
  • Total number of authorized shares of the company
  • Total number of issued shares of the company
  • Pain-in capital of the company
  • Directors / Partners
  • Name and Address of representative of Branch Office

* Name of foreign individuals is written in Japanese Katakana.

Necessary Documents for Setting Up a Branch Office.

The registration of Japanese Branch Office requires the documents to certify information of the headquaters in foreign country. However, as a matter of course, foreign companies are established and operated in accordance with laws and regulations of the country where the headquaters is registered. It is possible that there would be no documents as the same as "Certificate of Company Registry" issued in Japan. Also, the items which must be prescribed in the Articles of Incorporation (Teikan) are different depending on the country which the company belongs. Therefore, generally, we need to prepare a document called "Affidavit" to certify the information of the foreign company and have it notarized by notary public.

Necessary Documents for setting up a Branch Office in Japan are mainly as follows:

  • Articles of Incorporaton (and bylaws) of headquarters.
  • Certificate of Company Registry or documents related to the company registration in foreign country.
  • Affidavit (notarized).
  • Registered Individual Seal/Hanko of Representative in Japan.
  • Certificate of Registered Individual Seal/Hanko of Representative in Japan.
  • Seal/Hanko for Registration of Japan Branch Office.

What is "Affidavit"?

Affidavit is a written sworn document of fact to certify that all the information stated in the document is correct and accurate, widly adopted in many countries, and the person concerned signs it under oath in front of the notary public or government officials.

Basically, in case of Affidavit for setting up a Branch Office in Japan, it has to be notarized by notary public or government officials of the country where the headquater belongs. If the Embassy or Consulate-General in Japan of the country provides notarization services for Affidavit, notarized Affidavit by the consul in Japan can be exceptionally accepted.

The most important thing is to prepare Affidavit in which all the necessary information for branch registration is stated. In order to have Affidavit notarized, it would be generally required to present related documents which can confirm the fact stated in the Affidavit. The format of Affidavit as well as required documents to confirm the fact may be different depending on Embassy and Consulate-General in Japan.

Cost for Setting up a Branch Office

The cost for the registration of Japan Branch Office is as following:

  • Registration Tax
    – In case of having an office: 90,000JPY
    – In case of not having an office: 60,000JPY

The additional expenses (hiring a specialist, making seal/hanko for registration etc.) will be required.

Process for Setting up a Branch Office

Here’s the process for setting up a Branch Office.

1.Decide address of Japan Branch Office and the Represenative in Japan.

  • Hold the director’s meeting at the headquarters to appoint the Representative in Japan and decide address of the Branch Office. Prepare the minutes of the meeting.

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2.Submit "Report for Setting up a Branch Office" to Bank of Japan depending on types of business.

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3.Prepare for Affidavit and Supplemental Documents.

  • Prepare necessary documents for Affidavit notarized. (e.g. Certificate of Company Registry, Articles of Incorporations, Minites of Directors’ meeting etc.)
  • Draft the Affidavit based on the documents regarding the headquarters. Note that the Affidavit must cover all of information to be registered for registration of Branch Office in Japan.

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4.Have the Affidavit Notarized.

  • The Affidavit should be notarized by either of the following:
    – Representative Director
    make an oath and sign the Affidavit at notary public in the headquarters’ country.
    – Representative in Japan make an oath and sign the Affidavit at the Embassy or Consulate-General of the headquarters’ country in Japan (some Embassy or Consulate-Genral do not provide the notary services).

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5.Registration of Branch Office at Legal Affairs Bureau in Japan.

  • Japanese translations are necessary if the documents is written in foreign languages.
  • The registration must be applied at Legal Affairs Bureau which has a jurisdiction over the address of the Branch Office.
  • Processing time at Legal Affairs Bureau is about 7 – 10 business days.

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6.Registsration is Completed – Obtain the Certificates.

  • You can obtain the certificate of Branch Office (e.g. Certificate of Registry and Certificate of Registered Seal/Inkan) after completing the registration and receiving Seal/Inkan Card for registered company seal/inkan.
  • You will need several copies of each certificates for opening bank account and reporting to Tax Office.

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7.Submit Necessary Report to Tax Offices and Other Administrative Office and Open Bank Account

  • Proceed to report to Tax Offices and other administrative office.
  • Open corporate bank account under the Branch Office’s name.

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8.Visa Application (if necessary)

  • Proceed visa application if necessary.
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