Starting a Company in Japan as a Foreigner: GK vs KK
Última actualización: 26 de mayo de 2026
Foreigners can legally form a Japanese company with as little as ¥1 in capital and no residency, but if you want a Business Manager visa to actually run it, the rules changed sharply in late 2025. This guide walks through the two main entity types (Godo Kaisha and Kabushiki Kaisha), the documents, fees, taxes, and the visa traps that have closed several foreign-owned shops in the past year.
Last updated: May 26, 2026
- Can a foreigner actually own a Japanese company?
- GK vs KK: which entity should you pick?
- The Business Manager visa: the ¥30 million rule
- The Startup Visa: a runway, not a destination
- Document checklist for incorporation
- Step-by-step application process
- Fees, taxes, and ongoing costs in 2026
- Common pitfalls
Can a foreigner actually own a Japanese company?
Yes. Since the Ministry of Justice's March 2015 notification, Japan imposes no nationality or residency requirement on the incorporators or directors of a Kabushiki Kaisha (KK) or Godo Kaisha (GK). You can sit in Berlin or São Paulo and own 100% of a Tokyo company. JETRO (the Japan External Trade Organization), the agency you will deal with most for setup support, confirms that subsidiary companies may have all non-resident directors.
What changes when you want to live in Japan and manage the business yourself is the visa. The Business Manager visa underwent a major overhaul that took effect October 16, 2025, raising the bar substantially. Approximately 41,600 foreign nationals currently hold this visa, and a Tokyo Shoko Research survey in early 2026 found about 5% of foreign-owned companies were considering closing in response to the tightened rules. So the incorporation is easy. The immigration side is where most foreigners get stuck.
Japan's foreign resident population hit a record 4.13 million by the end of 2025, and inbound FDI stock reached ¥53.3 trillion at the end of 2024. The government raised its 2030 FDI target to ¥120 trillion in June 2025. The door is open, just with stricter screening than before.
GK vs KK: which entity should you pick?
These are the two practical choices for a foreigner. A branch office is also possible but is treated as an extension of the foreign parent and is usually only relevant for established overseas firms.
Feature | Godo Kaisha (GK / 合同会社) | Kabushiki Kaisha (KK / 株式会社) |
|---|---|---|
Closest English equivalent | LLC | Joint-stock company |
Minimum capital (Companies Act) | ¥1 | ¥1 |
Registration license tax | 0.7% of capital, min ¥60,000 | 0.7% of capital, min ¥150,000 |
Articles of Incorporation notarization | Not required | Required (¥30,000–¥50,000; ¥40,000 stamp duty waived if filed electronically) |
Typical total setup cost | ¥100,000–¥250,000 | ¥240,000–¥400,000 |
Public perception in Japan | Less prestigious, growing acceptance | Standard, expected by banks and large clients |
Profit distribution | Flexible, set in Articles | Pro-rata to shares |
Governance | Members manage directly | Directors, shareholders, statutory framework |
Shares transferable | No (membership interest) | Yes |
A GK is cheaper, faster, and has fewer formalities. Amazon Japan, Apple Japan, and Google Japan are all GKs, which has helped erase much of the stigma. For a solo founder, freelancer-turned-incorporator, or a small consulting shop, a GK is usually the right call.
A KK costs more and requires notarized Articles of Incorporation, but it is what Japanese banks, landlords, and B2B clients quietly expect. If you plan to raise outside capital, sell shares, or pitch to traditional Japanese corporates, the KK signals seriousness. The registration license tax alone is ¥90,000 higher at the minimum, and notarization adds another ¥30,000–¥50,000.
Neither entity protects you from the Business Manager visa requirements below. The capital threshold for the visa is separate from the Companies Act minimum.
The Business Manager visa: the ¥30 million rule
This is the single biggest change in years. As of October 16, 2025, applicants for the Business Manager visa must meet all of the following:
- Capital of at least ¥30 million (raised from ¥5 million). This must be paid-in capital in the Japanese company.
- Hire at least one full-time employee who is a Japanese national, Special Permanent Resident, Permanent Resident, or holder of a status based on personal relationship (spouse of Japanese national, long-term resident, etc.). A foreign engineer on a work visa does not count.
- Japanese language ability at CEFR B2 / JLPT N2 for either the applicant or a full-time employee, OR an educational background in Japan.
- Three or more years of management experience, OR a master's, doctoral, or professional degree.
- A business plan feasibility-reviewed by a certified SME consultant (中小企業診断士), tax accountant (税理士), or CPA (公認会計士).
Existing Business Manager visa holders get a three-year transitional period until October 16, 2028, before being assessed under the new ¥30 million figure. If you got your visa in 2024 with ¥5 million capital, you have time to recapitalize, but plan now.
If you cannot meet the ¥30 million threshold, you have a few realistic alternatives:
- Startup Visa (see next section) to buy yourself up to two years of preparation time.
- Engineer/Specialist in Humanities visa if your actual day-to-day work qualifies as engineering, IT, marketing, translation, or similar. Read the Engineer/Specialist in Humanities Visa requirements before assuming you qualify.
- Spouse of Japanese national or similar relationship-based status, which has no business-side restrictions.
- Run the company from abroad with a Japan-resident representative director.
The Startup Visa: a runway, not a destination
The Startup Visa, officially the "Program to Promote Startup Businesses by Foreign Nationals," went nationwide on January 1, 2025, replacing the older National Strategic Special Zone scheme. It is managed by METI (the Ministry of Economy, Trade and Industry).
Key points:
- Maximum stay was extended from 18 months to 2 years as of January 1, 2025.
- Status is "Designated Activities" (No. 44), renewable every 6 months.
- You need a Certificate of Confirmation of Startup Activity from a participating municipality. For Tokyo, the certificate is effective for 3 months.
- The Tokyo Metropolitan Government version requires monthly progress interviews with TMG, online or in person, during a one-year preparation period.
- At the end of the runway, you must transition to a regular working visa, typically Business Manager, which means meeting the ¥30 million rule.
The Startup Visa is genuinely useful if you need to be on the ground to negotiate office space, hire staff, open bank accounts, and incorporate before you have ¥30 million parked in a Japanese account. It is not a permanent solution.
Document checklist for incorporation
Whether you choose GK or KK, expect to prepare the following:
- Articles of Incorporation (定款) in Japanese. For a KK, notarized at a Japanese notary public office.
- Company seal (代表印) registered with the Legal Affairs Bureau (法務局). Order it before filing.
- Personal seal certificates (印鑑証明書) for each incorporator and director. Non-residents use a signature certification (署名証明書) issued by their home country's embassy or a notary instead.
- Capital deposit proof: bank statement or passbook copy showing the capital paid into a Japanese personal account of one of the incorporators or a Japan-resident representative. This is one of the trickier steps for fully non-resident founders, since you need a Japan-side account to receive the capital before the company exists.
- Registered head office address: a real address. Virtual offices are accepted by the Legal Affairs Bureau but are increasingly rejected by Immigration for Business Manager applications.
- List of directors and members with addresses and dates of birth.
- Business purpose clauses drafted in Japanese, often 5 to 20 lines covering current and future activities.
- Application for registration filed at the Legal Affairs Bureau with jurisdiction over the head office.
After incorporation, you must also:
- File a company establishment notification with the local tax office, prefectural tax office, and municipal tax office within roughly 2 months.
- File labor and social insurance enrollment at the Pension Office and Labor Standards Inspection Office once you have employees.
- File a Foreign Exchange Law report with the Bank of Japan within 45 days of establishment for most sectors. Regulated and national-security sectors require prior notification before incorporation.
Step-by-step application process
- Decide GK or KK and draft the business plan in parallel. If you are going for the Business Manager visa, have a certified SME consultant, tax accountant, or CPA review the plan.
- Secure a registered address. Sign a real lease or a co-working contract that allows commercial registration. Immigration screens this.
- Have a Japan-resident representative open or use a personal account to receive paid-in capital. If you are abroad with no banking footprint in Japan, this is where a judicial scrivener (司法書士) or administrative scrivener (行政書士) becomes worth their fee.
- Wire the capital from your overseas account, label it clearly as capital contribution, and obtain a bank statement showing receipt.
- Draft and notarize the Articles of Incorporation (KK only). Electronic filing waives the ¥40,000 stamp duty.
- File registration at the Legal Affairs Bureau. Pay the registration license tax (¥60,000 minimum for GK, ¥150,000 minimum for KK).
- Receive the certificate of registered matters (登記事項証明書) and the company seal registration certificate. The company legally exists from the filing date.
- Open a corporate bank account. This is the slow step. Megabanks (MUFG, SMBC, Mizuho) are conservative with new foreign-owned entities. Japan Post Bank, Rakuten, GMO Aozora, and Shinsei are friendlier. See Opening a Japan Post Bank Account for the personal-side equivalent.
- File establishment notifications with tax authorities and social insurance offices.
- Apply for the Business Manager visa (or transition from Startup Visa) at the nearest Immigration Services Agency office or via a registered representative.
JETRO estimates a KK subsidiary takes about 2 months end-to-end, a branch office about 1 month, and a typical professional-assisted full setup roughly 3 months.
Fees, taxes, and ongoing costs in 2026
Setup-side fees (current as of 2025–2026 figures):
- GK registration license tax: 0.7% of capital, minimum ¥60,000
- KK registration license tax: 0.7% of capital, minimum ¥150,000
- KK notary fees: ¥30,000–¥50,000 (plus ¥40,000 stamp duty unless filing electronically)
- Branch office registration: fixed ¥9,000 per branch
- Company seal: ¥5,000–¥30,000
- Professional fees (scrivener + tax accountant): ¥200,000–¥500,000
Immigration fees rose on April 1, 2025:
- Change of Status / Extension of Stay: ¥6,000 at counter, ¥5,500 online
- Permanent Residency: ¥10,000
- Multiple Re-entry Permit: ¥7,000 counter, ¥6,500 online
On March 10, 2026, the Cabinet approved a bill raising statutory upper-limit immigration fees to ¥100,000 for status change or extension and ¥300,000 for permanent residence. This is not yet in force as of May 2026; actual rates will be set by Cabinet Order. Check the Immigration Services Agency (isa.go.jp) before budgeting.
Ongoing corporate taxes:
- National corporate tax: 23.2%
- National local corporate tax: 10.3% of the corporate tax liability, for fiscal years beginning on or after April 1, 2025
- SME reduced rate (paid-in capital ≤ ¥100 million): 15% on the first ¥8 million of taxable income; 17% if taxable income exceeds ¥1 billion
- Defense Special Corporate Tax: new 4% surtax on corporate tax (after deducting ¥5 million), effective for fiscal years starting on or after April 1, 2026
- Consumption tax (JCT): standard 10% (7.8% national + 2.2% local), reduced 8% on certain food, drink, and newspapers. Mandatory registration if taxable sales exceed ¥10 million in the base period, or automatically from day one if paid-in capital is ≥ ¥10 million
- Local inhabitant and enterprise taxes vary by prefecture and municipality
Corporate tax returns are due within 2 months after fiscal year-end (extendable by one month with prior approval). Late filing penalties run 15–20% of unpaid tax, with interest of 2.4% for the first two months, then 8.7%. If you also have personal sole-proprietor income alongside the company, look into the Blue Tax Return for Self-Employed on the personal side.
Common pitfalls
- Treating the Companies Act ¥1 minimum as the real floor. The visa rule is ¥30 million paid-in capital. Banks also distrust ¥1 companies.
- Using a virtual office as the registered address. Legal Affairs Bureau accepts it; Immigration often does not for Business Manager applications. Get a real lease.
- Forgetting the Japanese-employee hiring requirement. Under the 2025 rules, you must hire a Japanese national, Permanent Resident, Special Permanent Resident, or relationship-status holder. A foreign hire on an Engineer visa does not count.
- Skipping the certified plan review. A business plan without sign-off from a 中小企業診断士, 税理士, or 公認会計士 will not pass the new screening.
- Underestimating the JLPT N2 / CEFR B2 hurdle. Either you or a full-time employee needs it. If you do not have Japanese-educated staff, this can block the application by itself.
- Missing the Bank of Japan filing window. Most sectors get 45 days post-establishment. National-security sensitive sectors need prior notification.
- Assuming you can open a corporate bank account quickly. Budget 4 to 8 weeks. Bring your certificate of registered matters, seal certificate, lease, business plan, and ideally a Japanese-speaking representative.
FAQs
Do I need to live in Japan to own a Japanese company?
No. You can be 100% non-resident as a shareholder and director of a KK or GK. You only need Japan residency if you personally want to manage operations on the ground under a Business Manager visa.
Can I start with less than ¥30 million if I do not need the visa?
Yes. The Companies Act allows ¥1. Many foreign-owned GKs operate with ¥1 million or less. The ¥30 million figure is purely an immigration requirement.
How long does the whole process take?
Incorporation itself: 2 to 4 weeks. Bank account: another 4 to 8 weeks. Visa application: 1 to 3 months. JETRO estimates a realistic end-to-end timeline of about 3 months.
Can I convert a GK into a KK later?
Yes. Conversion (組織変更) is a formal procedure requiring creditor notification, member or shareholder approval, and re-registration. Budget several months and additional registration tax.
Is a branch office easier than a subsidiary?
The registration tax is lower (¥9,000 flat), but a branch must have at least one Japan-resident representative, and it is not a separate legal entity from the foreign parent, which has tax and liability consequences.
Moving to Japan and running a business there is much smoother if you can read your own contracts, tax notices, and the actual wording of the Immigration Services Agency website. If you want to get your Japanese up to the JLPT N2 level the new visa rules expect, try Migaku to study from real Japanese content.