A Limited Liability Company
Content
A limited liability company in Japan, “goudou-gaisha”, is a form of business where the company’s
members have limited liability based on their contribution to the capital. It is regulated by the New
Companies Act, established in 2006 and it’s replacing the former 有限会社, usually established by the small
businesses.
The company’s entrepreneurs are called ‘’members’’ unlike the investors of a joint stock company, called
“shareholders”.
There is no minimum share capital requested at registration and the contribution of the members can be
made only in cash or non cash assets and never in services.
The members choose a manager to action in the name of the company and their interests. This manager
may be a natural person or a corporate body. If a corporate body is elected as manager, it must appoint a
functional manager to act in the name of the company.
① 会社印鑑の用意（→印鑑証明書の取得も、法務局で登記をする際に必要）
The procedure of incorporation of a limited liability company in Japan starts with making a company
seal. Also the representative manager must register for the personal seal, then receive a certificate of seal
registration for it.
② 定款の作成→法務局で登記手続き
After that, the company must register the Articles of Association at the Japan Legal Affairs Bureau, along
with a standard application. The Articles must state the company’s name, the reason why the company is
incorporated, the name and address of the incorporator, the authorized capital and details regarding the
shares.
Also, a list with all the members which made contributions in noncash and the value of it must be provided
by the Articles.
③If the above documents are accepted, the certificate of seal registration must be then delivered to the Legal
Affairs Bureau in order to register the newly formed company.
④The next steps are submitting the following notification to the District Tax Office: the notification of the
company registration (no longer than two months since the incorporation), the notification of opening a
payroll office (no longer than a month from opening it) and the request for approval of blue tax returns (no
longer than three months from registration).
The local tax office （税務署）must also be notified regarding the starting the business, no later than 15
days.
⑤If the limited liability company opened in Japan will hire personnel it must register at the Labor
Standards Inspection Office for the labor insurance. Also, a notification must be send to the Social Insurance
Office, so the company is registered for health insurance and public welfare pension.
⑥The last step in establishing a limited liability company in Japan is submitting an application to the
Public Employment Security Office no longer than 10 days from beginning to employ personnel.
members have limited liability based on their contribution to the capital. It is regulated by the New
Companies Act, established in 2006 and it’s replacing the former 有限会社, usually established by the small
businesses.
The company’s entrepreneurs are called ‘’members’’ unlike the investors of a joint stock company, called
“shareholders”.
There is no minimum share capital requested at registration and the contribution of the members can be
made only in cash or non cash assets and never in services.
The members choose a manager to action in the name of the company and their interests. This manager
may be a natural person or a corporate body. If a corporate body is elected as manager, it must appoint a
functional manager to act in the name of the company.
① 会社印鑑の用意（→印鑑証明書の取得も、法務局で登記をする際に必要）
The procedure of incorporation of a limited liability company in Japan starts with making a company
seal. Also the representative manager must register for the personal seal, then receive a certificate of seal
registration for it.
② 定款の作成→法務局で登記手続き
After that, the company must register the Articles of Association at the Japan Legal Affairs Bureau, along
with a standard application. The Articles must state the company’s name, the reason why the company is
incorporated, the name and address of the incorporator, the authorized capital and details regarding the
shares.
Also, a list with all the members which made contributions in noncash and the value of it must be provided
by the Articles.
③If the above documents are accepted, the certificate of seal registration must be then delivered to the Legal
Affairs Bureau in order to register the newly formed company.
④The next steps are submitting the following notification to the District Tax Office: the notification of the
company registration (no longer than two months since the incorporation), the notification of opening a
payroll office (no longer than a month from opening it) and the request for approval of blue tax returns (no
longer than three months from registration).
The local tax office （税務署）must also be notified regarding the starting the business, no later than 15
days.
⑤If the limited liability company opened in Japan will hire personnel it must register at the Labor
Standards Inspection Office for the labor insurance. Also, a notification must be send to the Social Insurance
Office, so the company is registered for health insurance and public welfare pension.
⑥The last step in establishing a limited liability company in Japan is submitting an application to the
Public Employment Security Office no longer than 10 days from beginning to employ personnel.
