Branch Registration Overview
“Branch Registration” refers to the registration of a Japan Branch of a foreign company. Since a “Branch” is not a subsidiary, it is not legally recognized as having independent corporate status, and is treated merely as an extension of the foreign company. Accordingly, credits and liabilities resulting from the activities of the branch ultimately belong to the foreign company. A branch is permitted to open bank accounts and lease real property under the branch name.
One of the features of a branch is that the setup procedures are somewhat simpler than for the incorporation of a subsidiary. By designating a Japan Representative, setting up an office location (if necessary), and registering various other necessary information with the Legal Affairs Bureau of Japan, it is possible to commence business activities Japan.
When setting up a branch, while it is not absolutely necessary to rent office space, in most cases an office is rented. Since the procedures for registering a branch regardless of whether office space is rented or not are essentially the same, for the sake of simplicity, this website will refer to both cases simply as “Branch Registration.”
Branch Registration Procedures
For a foreign company to commence business activities in Japan, registration of the foreign company is required. A Japan Representative must also be designated. More than one Japan Representatives may be selected, however, at least one must be a resident of Japan.
Matters such as the location of the head office, business purposes, capital, composition of officers, the name and address of the Japan Representative and the location of the Japan Branch of the foreign company must be registered. For the promotion of safe business transactions, these registered matters are publicly available at the Legal Affairs Bureau of Japan.
The following chart briefly summarizes the steps required to register a branch.
Please expect the process to take approximately one month from commencement to the completion of registration.
- 1. Resolution of Foreign Company
- A resolution made by the foreign company for the registration of a branch in Japan, designation of the Japan Representative, etc. A resolution of the Board of Directors is most common.
- 2. Branch Registration
- Based on the decisions of the foreign company, establish a base of operations in Japan. Designate the Japan Representative and address, and rent an office if office space is required.
At this point, the preparations to commence business in Japan are complete; however, until conclusion of the registration of the foreign company, business activities are not permitted.
- 3. Registration of Foreign Company
- Register a basic summary of the foreign company, the name and address of the Japan Representative, office address, etc. with the Legal Affairs Bureau of Japan.
- 4. Commencement of Business Activities
- Business activities may commence from the date of registration, and the branch can open a bank account and submit necessary notifications to the tax and social insurance offices once registration is complete.
Generally speaking, the following documents are required for Branch Registration.
Documents to prove the outline of the foreign company, Japan Representative and branch office location
Documents proving the matters to be registered with the Legal Affairs Bureau of Japan and notarized by government authorities, a Notary Public, or consul of the country where the foreign company is located, must be submitted.
Some examples of these documents include, Articles of Incorporation, incorporation certificates, Annual Reports, Board of Directors resolutions for the selection of the Japan Representative, and appointment letters. Documents written in foreign languages must be translated into Japanese.
Information about the foreign company to be registered with the Legal Affairs Bureau of Japan includes the trade name, head office location, the laws under which the foreign company was incorporated, capital amount, number of shares issued, names and address of company officers and others, and the collection of documents describing all of the above matters, can be time consuming and difficult.
Therefore, in practice, an Affidavit containing the above information and notarized by a Notary Public or consular office is permitted as an alternative method. As part of our Branch Registration service, we will draft the required Affidavit; however, we will require copies of the Articles of Incorporation of the foreign company and other documents which form the basis of the Affidavit.
The Affidavit will need to be signed by an officer of the foreign company.
In Japan, it is customary to use seals rather than signatures on official documents. Therefore, a Branch Seal is required, and an imprint of the seal of the Branch Representative will need to be registered with the Legal Affairs Bureau of Japan. We can order the necessary seals for our clients. The cost of seals can vary considerably depending on the material used to make the seal.
Registered Seal Certificate (Signature Certificate)
The registered personal seal certificate of the Japan Representative is also needed to register the branch seal. For foreign nationals who have not registered a personal seal with their local government office, a Signature Certificate may be used as an alternative. The Signature Certificate must be notarized by a Notary Public or consul of the foreign national’s same nationality. We can provide a Signature Certificate template as a part of our services.
First time consultation is free either in person or by telephone appointment. Consultation can be provided in English or Japanese.
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