The out-of-pocket cost of setting up a company is about ¥200,000 and up for a stock company, and about ¥60,000 and up for an LLC. The difference comes from "whether articles-of-incorporation notarization is required" and "the minimum registration license tax." This article organizes, with sources, the breakdown of setup costs, a comparison of stock companies and LLCs, three ways to cut costs, and the money you pay after setup. Consider it together with the timing of incorporation.
① Stock company: articles-of-incorporation notarization (¥15,000–¥50,000) + registration license tax (capital × 0.7%, minimum ¥150,000), which comes to about ¥165,000–¥200,000 with electronic articles of incorporation[NTA No.7191].
② LLC: articles-of-incorporation notarization is not required, so only the registration license tax (minimum ¥60,000). With electronic articles of incorporation, about ¥60,000.
③ How to cut costs: electronic articles of incorporation (the ¥40,000 stamp tax on paper articles becomes ¥0) / a stock company with capital under ¥1 million that meets four conditions pays a notarization fee of ¥15,000 (from December 1, 2024)[Japan National Notaries Association] / with certification as a specified startup-support business, the registration license tax is halved (stock company ¥75,000, LLC ¥30,000).
④ After setup, the per-capita portion of corporate residence tax (minimum about ¥70,000 a year) applies even in the red. Enrollment in social insurance (health insurance and employees' pension) is also mandatory even for a one-person company.
Breakdown of setup costs (stock company vs LLC)
| Cost item | Stock company | LLC |
|---|---|---|
| Articles-of-incorporation notarization fee (notary) | Capital under ¥1 million: ¥30,000 / ¥1 million or more but under ¥3 million: ¥40,000 / otherwise: ¥50,000[Japan National Notaries Association] * A stock company with capital under ¥1 million that meets all four conditions below pays ¥15,000 (from December 1, 2024)[Japan National Notaries Association] | Not required (¥0) |
| Certified-copy fee for the articles of incorporation | ¥250 per page (about ¥2,000 for the eight or so pages usually needed for the registration)[Japan National Notaries Association] | Not required (¥0) |
| Stamp tax on the articles of incorporation (paper version) | ¥40,000 (Document No.6)[NTA No.7141] ¥0 with electronic articles of incorporation[Japan National Notaries Association] | ¥40,000 (Document No.6)[NTA No.7141] ¥0 with electronic articles of incorporation[Japan National Notaries Association] |
| Registration license tax | Capital × 0.7% (minimum ¥150,000)[NTA] | Capital × 0.7% (minimum ¥60,000)[NTA] |
| Other (actual costs) | Roughly ¥several thousand to ¥10,000 for creating the company seal, seal registration certificates, certificates of registered matters, etc. | |
| Minimum total (electronic articles of incorporation) | About ¥165,000 and up (notarization ¥15,000 + registration license tax ¥150,000; about ¥180,000 and up if the fee is the standard ¥30,000) | About ¥60,000 and up |
The four conditions for the ¥15,000 notarization fee (from December 1, 2024)
① Capital and the like is under ¥1 million
② All incorporators are natural persons, and there are three or fewer of them
③ The articles of incorporation state or record that the incorporators subscribe for all shares issued at incorporation
④ The articles of incorporation do not state or record that a board of directors is established
A small stock company set up by one person or a few people without a board of directors often falls into this bracket[Japan National Notaries Association]. If the notarization was commissioned on or before November 30, 2024, the old fee applies even if the notarization itself happens on or after December 1.
Stock company or LLC — which should you choose?
An LLC suits you if
- You want to keep setup costs down (about ¥60,000 and up) and your aim is tax saving or asset management
- You value practical benefit over external credibility (a micro corporation also mostly takes this form)
- No notarization of the articles of incorporation is required, and the minimum registration license tax is a light ¥60,000[MOJ]
A stock company suits you if
- You value credibility and brand with clients and in recruiting
- You are considering outside investment or raising funds through shares in the future
- You are in an industry or supply chain where the title "Representative Director" is needed
Differences you can confirm in official sources
| Item | Stock company | LLC |
|---|---|---|
| Registration license tax on setup | Capital × 0.7% (minimum ¥150,000)[NTA No.7191] | Capital × 0.7% (minimum ¥60,000)[NTA No.7191] |
| Notarization of the articles of incorporation | Required (by a notary attached to the Legal Affairs Bureau or District Legal Affairs Bureau with jurisdiction over the head office)[MOJ] | Not required — "there is no need to obtain a notary's notarization"[MOJ] |
| Stamp tax on paper articles of incorporation | ¥40,000 (Document No.6)[NTA No.7141] | ¥40,000 (Document No.6; LLCs are expressly covered)[NTA No.7141] |
| Registration of officer changes | Within two weeks of the event requiring registration[MOJ]. Registration license tax is ¥30,000 per application (¥10,000 for companies with capital of ¥100 million or less)[NTA No.7191] | Changes of executive members and representative members are registered as a "change of registered matters": ¥30,000 per application[NTA No.7191] |
| Officers' terms | Until the close of the annual shareholders meeting for the last business year ending within two years after election. A company with share-transfer restrictions may extend this to up to 10 years in its articles[MOJ] | The Companies Act contains no provision setting a term for members (Article 332 is the provision on directors' terms) |
| Public notice of financial results | Obligation to publish the balance sheet (Companies Act Article 440)[MOJ] | Article 440 of the Companies Act is a provision about stock companies |
You often see it said that "an LLC has no officer terms and no obligation to publish financial results," but we could not find a government page stating this. The basis is that the relevant Companies Act provisions (Article 332 on terms, Article 440 on public notice of financial results) are both written for stock companies. Check such definite claims against the statutory text.
The tax treatment (corporate tax, consumption tax, and the mechanism of officer compensation) is the same for both. You can also later convert an LLC into a stock company (a separate registration license tax, etc., applies).
Three ways to cut costs
- ① Use electronic articles of incorporation: The ¥40,000 revenue stamp affixed to paper articles of incorporation becomes unnecessary. Because doing it yourself requires an electronic-signature setup, using an incorporation-support service or a professional is the realistic approach.
- ② Keep capital under ¥1 million (stock company): The notary's notarization fee drops from the standard ¥50,000 to ¥30,000[Japan National Notaries Association]. If you also meet three more points — all incorporators are natural persons and three or fewer, the incorporators subscribe for all shares issued at incorporation, and no board of directors is established — the fee is ¥15,000[Japan National Notaries Association]. * Capital also affects credibility and license/permit requirements, so don't decide on cheapness alone.
- ③ Obtain certification as a specified startup-support business: If you take a municipality's startup seminar, etc., and obtain the certificate, the registration license tax is halved (stock company ¥75,000, LLC ¥30,000). Check with the startup-support desk of your local government.
The setup sequence, and the deadlines for notifications after setup
A company comes into being in this order: draw up the articles of incorporation → (for a stock company) have them notarized → pay in the capital → apply for registration. The money goes out at steps 2 and 4.
- Draw up the articles of incorporation: The items fall into three kinds — absolutely required, relatively required, and optional[MOJ]. On paper this costs ¥40,000 in stamp tax; electronic articles cost ¥0.
- Have them notarized (stock company only): You need notarization by a notary attached to the Legal Affairs Bureau or District Legal Affairs Bureau with jurisdiction over the head office[MOJ]. For an LLC, "there is no need to obtain a notary's notarization"[MOJ].
- Pay in the capital (performance of the contribution): The incorporators pay in the full amount of money for their contributions. Once payment is complete, directors at incorporation must be elected without delay[MOJ].
- Apply for the registration of incorporation: File within two weeks from the later of the day the investigation by the directors at incorporation ends or the day set by the incorporators. A stock company "comes into existence by registering its incorporation at the location of its head office"[MOJ].
The order of the procedures and the documents you need are covered in the setup sequence and post-setup deadlines, and the contents of the articles of incorporation and how to file them electronically in how to write the articles of incorporation and save the ¥40,000 stamp tax.
Notifications after setup, and their deadlines
The real work starts once the registration is done. They are listed shortest deadline first. Even a one-person company with no employees must file the social insurance and tax-office notifications.
| Notification | Where to file | Deadline |
|---|---|---|
| New coverage notification for health insurance and employees' pension | The administration center or the pension office with jurisdiction | Within 5 days of the triggering event[Japan Pension Service] |
| Notification of establishment of the insurance relationship (labour insurance) | The Labour Standards Inspection Office or Public Employment Security Office with jurisdiction | Within 10 days counted from the day after the insurance relationship is established[MHLW] |
| Notification of establishment of a covered workplace (employment insurance) | The Public Employment Security Office with jurisdiction | Within 10 days counted from the day after establishment[MHLW] |
| Notification of incorporation / establishment (local taxes) | Prefecture and municipality | Tokyo: within 15 days of the day business starts[Tokyo Metropolitan Bureau of Taxation]. Municipal deadlines differ by local government, so check each one's site |
| Notification of the opening of a salary-paying office | The tax office with jurisdiction over the salary-paying office | Within 1 month of the day the opening occurred[NTA] |
| Notification of incorporation | Tax office | Within 2 months of the date of incorporation (the date of the registration)[NTA No.5100] |
| Notification of predetermined fixed-amount officer compensation | Tax office | By the day on which 2 months pass from the date of incorporation[NTA No.5100] |
| Application for approval of blue-return filing | Tax office | By the day before whichever comes first: the day 3 months after incorporation, or the last day of the first business year[NTA No.5100] |
| Estimated premium return (labour insurance) | The Labour Standards Inspection Office or Public Employment Security Office with jurisdiction | Within 50 days counted from the day after the insurance relationship is established[MHLW] |
| Notification of the valuation method for inventories / the depreciation method for depreciable assets | Tax office | By the filing deadline for the final return for the first business year[NTA No.5100] |
| Application for approval of the special provision on the due date for withholding income tax | The tax office with jurisdiction over the office that pays the salaries | No filing deadline. It applies from the salaries paid in the month after the month you file[NTA] |
| Notification of election to be a taxable enterprise for consumption tax | Tax office | If it is the taxable period in which business started, filing during that period (by its last day) makes you a taxable enterprise from that period[NTA No.6531] |
A newly established corporation with no base period is exempt in principle. However, if the amount of capital or contributions on the first day of the business year is ¥10 million or more, the tax liability is not exempted[NTA No.6531].
Only a taxable enterprise can register as a qualified invoice issuer. And once registered, "the tax liability is not exempted regardless of the taxable sales in the base period"[NTA No.6531] — that is, you cannot go back to being a tax-exempt enterprise.
So decide two things before incorporating: whether to keep capital under ¥10 million, and whether to register for the invoice system.
Money you pay after setup (don't overlook this)
- Per-capita portion of corporate residence tax: minimum about ¥70,000 a year (applies even in the red).
- Social insurance (health insurance and employees' pension): mandatory even for a one-person company. Premiums (the company's share plus your own share) apply according to your officer compensation.
- Tax accountant fees and accounting software: A corporation's filing is more complex than an individual's; the going rate for a tax accountant is about ¥200,000–¥400,000 a year.
- Notifications after setup: the tax office, the prefecture and municipality, the pension office, the Labour Standards Inspection Office and others all have fixed deadlines (see the table in the setup sequence and post-setup deadlines).
If you incorporate looking only at the "¥60,000 setup cost," the per-capita levy, social insurance, and filing costs can become an unexpected burden. The way to think about the break-even point is explained in detail in the timing of incorporation. For the option of starting as an individual, see the guide to starting as a sole proprietor.
FAQ
What is the minimum cost to set up a company?
Using electronic articles of incorporation, an LLC comes to around ¥60,000 (registration license tax ¥60,000 + actual costs). A stock company comes to about ¥165,000 and up (notarization ¥15,000 + registration license tax ¥150,000), or about ¥180,000 and up if the notarization fee is the standard ¥30,000. With paper articles of incorporation, the ¥40,000 stamp tax is added.
Can I set up a company with capital of ¥1?
It is legally possible. However, the minimum registration license tax (stock company ¥150,000, LLC ¥60,000) applies, so it does not get cheaper, and you are at a disadvantage in terms of opening a bank account and credibility for loans and transactions. It is common to put in a realistic amount, using your near-term working capital as a guide.
What are the downsides of an LLC?
It may rank below a stock company in name recognition and credibility, it cannot raise funds through shares, and the representative's title becomes "Representative Member." For small corporations aimed at tax saving or asset management, there is little practical hindrance, and you can later convert it into a stock company.
What costs arise every year after setup?
Even in the red, the per-capita portion of corporate residence tax costs a minimum of about ¥70,000 a year. In addition, if you pay officer compensation, budget for social insurance premiums (including the company's share) and for tax accountant fees and accounting software for filing.
Data sources
- Registration license tax (stock company 0.7%, minimum ¥150,000 / LLC minimum ¥60,000): NTA No.7191 Registration license tax rate table (in Japanese)
- Notarization fee (¥30,000 for capital under ¥1 million, etc.), ¥250 per certified copy, no stamp needed for electronic articles: Japan National Notaries Association — Notarization fees (in Japanese)
- The ¥15,000 bracket (from December 1, 2024): Japan National Notaries Association — Revision of notarization fees (in Japanese)
- ¥40,000 stamp tax on paper articles of incorporation (Document No.6): NTA No.7141 Stamp tax rate table (in Japanese)
- Setup sequence and the registration deadline: MOJ — Incorporation procedure for a stock company (in Japanese) / MOJ — Incorporation procedure for an LLC (in Japanese)
- Post-setup notification deadlines: NTA No.5100 Documents newly established corporations must file (in Japanese) / Tokyo Metropolitan Bureau of Taxation (in Japanese) / Japan Pension Service — New coverage procedures (in Japanese) / MHLW — Labour insurance enrolment (in Japanese)
- Consumption tax and invoices for new corporations: NTA No.6531 When you newly start a business or set up a corporation (in Japanese)
* The content of specified startup-support businesses and the requirements for certification differ by municipality. This article is general information; for individual procedures, please confirm with the Legal Affairs Bureau, the notary's office, or a professional.
