This is a translation of the Japanese original. The Japanese version is authoritative; figures follow Japanese tax law.
Setting up a company as a one-person director takes seven steps. (1) Decide the basics (2) Draft the articles of incorporation (定款) (3) Have them notarised (joint-stock companies only) (4) Pay in the capital (5) File the registration (6) Collect the seal card and the certificate of registered matters (7) File the post-incorporation notifications. A company comes into existence by registration (Companies Act, Article 49). The out-of-pocket cost is registration and licence tax from 150,000 yen for a joint-stock company (株式会社) and from 60,000 yen for a limited liability company (合同会社). A joint-stock company adds notarisation of 30,000 to 50,000 yen (15,000 yen if the requirements are met), and paper articles also carry 40,000 yen of stamp duty. The real work comes after incorporation. Notifications go to the tax office, the local government, the pension office, the Labour Standards Inspection Office and Hello Work, with deadlines scattered from five days to three months.
The short answer: the seven steps, and what each costs on the spot
| Step | What to do | Deadline and points | Cost |
|---|---|---|---|
| (1) Basics | Trade name, business purpose, head office, capital, fiscal year, officers | Setting the year-end to the month before incorporation makes the first period long | — |
| (2) Articles of incorporation | Write the three kinds of clauses: absolute, relative and optional | Decide between paper and electronic | 40,000 yen of stamp duty on paper |
| (3) Notarisation | Notarised by a notary attached to the Legal Affairs Bureau covering the head office | Not needed for a limited liability company | 30,000 to 50,000 yen (15,000 yen if the requirements are met) |
| (4) Payment of capital | Pay in the full amount subscribed, then appoint the directors at incorporation | Paid into a founder's personal account | — |
| (5) Registration | File with the Legal Affairs Bureau having jurisdiction (online is possible) | Within two weeks of the later of the day the investigation ends and the day the founders set | From 150,000 yen (joint-stock) / from 60,000 yen (limited liability) |
| (6) Registration complete | Obtain the seal card and the certificate of registered matters | Needed to open a bank account and to file at the pension office | — |
| (7) Post-incorporation notifications | Tax office, local government, pension office, Labour Standards Inspection Office | Five days to three months | — |
Sources: [Ministry of Justice, incorporation of a joint-stock company][National Tax Agency No.7191, registration and licence tax table]
Steps 1 to 4: what to do before you file the registration
For a joint-stock company the order is draft the articles, have a notary certify them, pay in the capital, appoint the directors at incorporation, then file the registration[Ministry of Justice, incorporation of a joint-stock company]. A limited liability company has three stages: draft the articles, pay in the capital, file the registration. "The articles of incorporation of a limited liability company do not need to be certified by a notary," says the Ministry of Justice[Ministry of Justice, incorporation of a limited liability company].
- Decide the basics. Six items: trade name, business purpose, head office, capital, fiscal year and officers. Changing one later means a registration of change, at 30,000 yen each[National Tax Agency No.7191].
- Draft the articles of incorporation. The clauses come in "three kinds: absolute, relative and optional" (Ministry of Justice). The absolute clauses are the five items in Article 27 of the Companies Act: the business purpose, the trade name, the location of the head office, the value or minimum value of the property contributed, and the names of the founders.
- Have the articles notarised (joint-stock companies only). They are certified by a notary attached to the Legal Affairs Bureau or District Legal Affairs Bureau covering the head office.
- Pay in the capital. Each founder pays "the full amount of money for the shares subscribed". For how much to put in, see how much capital to put in.
Steps 5 and 6: registration is what brings the company into existence
The Ministry of Justice writes that "a joint-stock company comes into existence by registering its incorporation at the location of its head office"[Ministry of Justice, incorporation of a joint-stock company], which is the same as Article 49 of the Companies Act. Not the date of a contract, not the date money arrives. The filing deadline is "within two weeks of the later of the day the investigation by the directors at incorporation ends and the day set by the founders" (same source). Once registration is complete, the certificate of registered matters shows the "date of incorporation of the company"[Legal Affairs Bureau, commercial and corporate registration].
In practice the day you file the registration is recorded as the date of incorporation. That said, no government page states in so many words that the filing date is the date of incorporation. Filings cannot be made on days the Legal Affairs Bureau is closed, so weekends and public holidays cannot be your incorporation date. If the date matters to you, check with the Legal Affairs Bureau that covers you.
What incorporation costs
| Item | Joint-stock company | Limited liability company |
|---|---|---|
| Registration and licence tax | Capital x 7/1,000 (150,000 yen per case if that comes to less) | Capital x 7/1,000 (60,000 yen per case if that comes to less) |
| Notarisation fee for the articles | Under 1 million yen: 30,000 yen / 1 million to under 3 million yen: 40,000 yen / otherwise 50,000 yen | No notarisation needed (0 yen) |
| Certified copies of the articles | 250 yen a page (about 8 pages for the registration) | — |
| Stamp duty on paper articles | 40,000 yen (document category 6) | 40,000 yen (limited liability companies too) |
| Electronic articles | No revenue stamp is needed, so the 40,000 yen of stamp duty does not arise | |
Sources: [National Tax Agency No.7191][National Tax Agency No.7141][Japan Notaries Association, notarisation of articles]
- All the founders are natural persons, and there are no more than three of them
- The articles state that the founders subscribe for all the shares issued at incorporation
- The articles do not provide for a board of directors
A joint-stock company with capital under 1 million yen that meets all three pays a notarisation fee of 15,000 yen[Japan Notaries Association, fee revision]. Nearly every one-person director starting small qualifies, yet few people know about it.
- Joint-stock company: registration and licence tax is 0.7% = 70,000 yen, which is under 150,000 yen, so 150,000 yen plus 50,000 yen notarisation plus 2,000 yen for copies plus 0 yen stamp duty = about 202,000 yen
- Limited liability company: registration and licence tax is 0.7% = 70,000 yen, no notarisation, 0 yen stamp duty = 70,000 yen
Note: our own estimate, excluding professional fees. For the breakdown, see the cost of setting up a company.
Post-incorporation notifications 1: what goes to the tax office
| Notification or application | Deadline |
|---|---|
| Corporation establishment notification (法人設立届出書) | Within two months of the date of incorporation (the date of the registration) |
| Application for approval of blue-return filing (青色申告の承認申請書) | By the day before whichever comes first of the day three months after the date of incorporation and the last day of the first fiscal year |
| Notification of the opening of a salary-paying office | Within one month of the day the office was opened |
| Application for the special rule on the payment period for withholding income tax | No deadline. It applies from the salary paid in the month after you file (for employers with fewer than ten people paid at any time) |
| Notification of the valuation method for inventory / the depreciation method for fixed assets | By the filing deadline for the first year's tax return |
| Notification of officers' remuneration fixed in advance | By the day two months after the date of incorporation |
| Notification electing consumption tax payer status | By the last day of the taxable period in which the business started, if you elect within it |
Sources: [National Tax Agency No.5100, documents to file for a newly established corporation][National Tax Agency, notification of the opening of a salary-paying office]
If you pay yourself officers' remuneration, the notification of the opening of a salary-paying office is compulsory. File the special rule on the payment period as well and the monthly payment on the 10th becomes twice a year instead: January to June is due on 10 July, and July to December on 20 January of the following year[National Tax Agency No.2505].
Post-incorporation notifications 2: local government, pension and labour insurance
| Where to file | Notification | Deadline |
|---|---|---|
| Metropolitan tax office / municipality | Notification of the establishment of a corporation | Tokyo: within 15 days of the day the business starts. Municipalities differ |
| Pension office | New coverage notification for health insurance and employees' pension (新規適用届) | Within five days of the triggering event |
| Notification of acquisition of insured status | Within five days of the triggering event | |
| Labour Standards Inspection Office | Notification that the insurance relationship has been established | Within ten days of the day after the insurance relationship starts |
| Declaration of estimated insurance premiums | Within 50 days of the day after the insurance relationship starts | |
| Hello Work | Notification of the establishment of a covered workplace for employment insurance | Within ten days of the day after it is established |
| Notification of acquisition of employment insurance status | By the 10th of the month after the month in which the person became insured |
Sources: [Tokyo Metropolitan Bureau of Taxation, corporate inhabitant tax][Japan Pension Service, new coverage][Ministry of Health, Labour and Welfare, establishing labour insurance][Ministry of Health, Labour and Welfare, list of employment insurance procedures]
Social insurance is compulsory even for a company whose only person is the director. A workplace with compulsory coverage is "a corporate workplace that employs staff at all times (including the case where that is only the proprietor)". If you pay officers' remuneration, file the new coverage notification and the notification of acquisition of insured status within five days (see new social insurance coverage and the notifications when staff join or leave). Labour insurance only arises once you hire staff, so a one-person company can leave it for now. Municipal deadlines are set by local ordinance, so do not assume Tokyo's 15 days applies where you are.
Four traps in the first year
1. Miss the blue-return deadline and the first year's loss disappears
The deadline is the day before whichever comes first of the day three months after incorporation and the last day of the first fiscal year. Miss it and your first year is a white return. Carrying a loss forward requires "that a blue-return tax return was filed for the fiscal year in which the loss arose", so the first year's loss cannot be carried forward[National Tax Agency No.5762]. First years tend to be loss-making, which makes this an expensive slip.
2. Capital of 10 million yen or more means consumption tax from year one
A newly established corporation has no base period, so it is exempt as a rule. But the exemption does not apply when "the amount of capital at the start of the fiscal year is 10 million yen or more"[National Tax Agency No.6531]. Registering under the invoice system works the same way: for a registered invoice issuer, "the tax liability is not exempted regardless of taxable sales" (same source).
3. The per-capita levy of corporate inhabitant tax applies even in a loss year
At the standard rate, a company with capital of 10 million yen or less and 50 or fewer staff pays 70,000 yen a year (20,000 yen prefectural plus 50,000 yen municipal)[Ministry of Internal Affairs and Communications, corporate inhabitant tax]. Tokyo likewise states that it is "charged regardless of the results of the accounts"[Tokyo Metropolitan Bureau of Taxation]. It is a fixed cost that arrives every year even when you are in the red (see the per-capita levy is 70,000 yen a year even in the red).
4. A return for the Special Defence Corporation Tax is due even when the tax is zero
For fiscal years beginning on or after 1 April 2026, the Special Defence Corporation Tax (防衛特別法人税) sits on top of corporation tax and local corporation tax[National Tax Agency, Special Defence Corporation Tax]. The tax is (base corporation tax amount minus the basic deduction) x 4%, with a basic deduction of 5 million yen a year. Corporation tax of 5 million yen or less means zero, which covers almost every newly formed company. Even so, the National Tax Agency states that "the filing obligation is not lost even where no tax is payable, so a so-called nil return is required". Nothing to pay, but one more form to file.
Frequently asked questions
Can I choose my company's date of incorporation?
Broadly yes. A company comes into existence by registration, and in practice the day you file is recorded as the date of incorporation. Filings cannot be made on days the Legal Affairs Bureau is closed, so weekends and public holidays are out.
Is it true that a limited liability company needs no notarisation of its articles?
Yes. The Ministry of Justice states plainly that "the articles of incorporation of a limited liability company do not need to be certified by a notary". The registration and licence tax is also a minimum of 60,000 yen, 90,000 yen less than for a joint-stock company.
Does a company with only a director have to join social insurance?
Yes. The Japan Pension Service defines a workplace with compulsory coverage as "a corporate workplace that employs staff at all times (including the case where that is only the proprietor)". The new coverage notification and the notification of acquisition of insured status are both due within five days of the triggering event.
What happens if I forget to apply for approval of blue-return filing?
Your first year becomes a white return. Carrying a loss forward requires a blue return for the year the loss arose, so the first year's loss cannot be carried forward. You can apply again for the second year, but the first year is gone.
Reference links (sources)
- Ministry of Justice, incorporation of a joint-stock company (incorporation by the founders) — the sequence, and that registration brings the company into existence
- Ministry of Justice, incorporation of a limited liability company — no notarisation, minimum 60,000 yen
- National Tax Agency No.7191, registration and licence tax table — the tax on incorporation and on changes
- National Tax Agency No.7141, table of stamp duty amounts — articles are a category 6 document at 40,000 yen
- Japan Notaries Association, notarisation fees for articles — the fee brackets and the three conditions for 15,000 yen
- National Tax Agency No.5100, documents to file for a newly established corporation — the deadline for each notification
- National Tax Agency No.6531, starting a business or forming a corporation — capital of 10 million yen or more
- National Tax Agency, payment procedures for the Special Defence Corporation Tax — the nil return requirement
- Japan Pension Service, the new coverage procedure — five days, compulsory coverage
- Ministry of Health, Labour and Welfare, establishing labour insurance — ten days / 50 days
Note: the estimates are our own. Municipal filing deadlines are set by each local ordinance. For an individual decision, consult a judicial scrivener, a tax accountant or the authority concerned.
