Starting a Legitimate Company: Registering the Company

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Starting a Legitimate Company: Registering the Company

Unread post by Mogura » Sun Dec 02, 2007 11:49 am

Q: Now that I have decided on a company name and location, how do I go about getting my company registered?

This thread is for discussing the necessary steps in registering a company in Japan.

Please feel free to share your own experiences and/or ask questions with regards to this topic.

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Unread post by allblacks » Tue Dec 11, 2007 1:54 pm

Goo one Mogs.

Um, I will be doing something about this export stuff Im doing with cars. Gotta. Questions have and are being asked. Banks etc. ARGH!
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Unread post by Fenrig » Sat Jan 12, 2008 10:40 am

You can go to your local governement business center. They have one in every mid-sized municipality. Just ask about it at the city hall if you have no idea where the office may be.

IMHO the easiest and most advantageous type is an aoiro shinkokei. Basically a sole-proprietorship with good tax advantages if you do your accounting properly you get an extra 600,000 deducted tax-free for the extra effort you go to.

Pitfalls of this type of operation are that you and your "company" are not seperate legal entities. IOW, you are fully liable for anything that goes bad. You can't sponsor visas but you can hire people.

There used to be a difference between yugen-gaisha and kabushiki-gaisha but I've heard that it's been abolished and that all new companies are in fact kabushiki-gaisha. The exact amount of capitalisation you need to register has changed. It used to be 3M yen for a yugen-gaisha and 10M yen for a kabushiki-gaisha. Not sure what it is now.

Good luck!

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Unread post by Are they the lemmings? » Sat Jan 12, 2008 2:50 pm

I concur with Fenrig. However, there are a few points which it might be best to clear up.
Fenrig wrote:IMHO the easiest and most advantageous type is an aoiro shinkokei.
I believe Fenrig is referring to aoiro shinkoku (青色申告), which is a type of tax return - not a type of enterprise. It is available for pretty much anyone--incorporated companies, sole properietorships, etc.--and there are two conditions:
1) You have to register as an aoiro shinkoku entity. There are no conditions as such to do this, and it involves nothing more than filling out a form.
2) You have to keep double-entry books and provide balance sheets and P/L statements when filing your taxes if you want the aoiro shinkoku tax deduction that Fenrig describes.
Fenrig wrote:Pitfalls of this type of operation are that you and your "company" are not seperate legal entities. IOW, you are fully liable for anything that goes bad. You can't sponsor visas but you can hire people.
I believe this applies to sole proprietorships but not incorporated companies; and aoiro shinkoku is a kind of tax return - not a kind of business entity.

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Unread post by Fenrig » Tue Jan 15, 2008 9:59 am

Are They Lemmings is mostly correct.

The office where I registered my company (sole-proprietorship) described the aoiro shinkoku as a sort of starter business. When you first apply, you have to fill in the company name, what type of business you'll run (services or products), number of employees etc. In that sense, it's very much the same process as for the sole-proprietorship in Canada (which I've also gone through.). It's valid up to 10M yen in sales. After that point, you have to switch over to a limited-liability company.

After registration, the only thing left is to fill out are the appropriate tax forms every year and to provide your accounting books. It gets a bit tricky figuring out what expense falls in which of the six categories, but it's doable and the city offers seminars every December to help new company owners.

As I've said before, this is NOT a seperate legal entity and you are fully liable for anything that goes bad. But it is sufficient to satisfy the administration staff at schools and businesses to let you work there as a Business. That's especially important to convince the staff to pay you more than the part-timers get in private high schools.

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Re: Starting a Legitimate Company: Registering the Company

Unread post by SamhainP8 » Fri Nov 26, 2010 8:59 pm

Bump: Any idea what this costs?
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Re: Starting a Legitimate Company: Registering the Company

Unread post by Are they the lemmings? » Sat Nov 27, 2010 12:50 am

SamhainP8 wrote:Bump: Any idea what this costs?
By "this" you mean the registration of a company? Then: very little. If you're talking purely about the costs of the procedures for incorporation, you'd get change back from 200,000 yen.
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Re: Starting a Legitimate Company: Registering the Company

Unread post by stone » Sat Nov 27, 2010 8:27 am

You first need to decide on what form of incorporation you want. It can be as simple as a sole proprietorship, a godo gaisha or a KK. As you move 'up the ladder' the amount of administrative filings and also annual administrative fees goes up significantly. That is why even a 1-yen capitalized KK still is going to cost a few hundred thousand yen in administrative set-up and running costs. However, you may want the added status, ability to sponsor visa, ability to build a equity etc. More information at Japaninc: http://www.japaninc.com/mgz_autumn_2006_incorporate

Danny Choo has an old but good post on how to establish a Japanese sole proprietorship; mind you that he now has a K.K., but this is what got him started:

http://www.dannychoo.com/post/en/815/Ja ... rship.html

A step by step guide on establishing a Godo Gaisha (although for a few hundred thousand yen, you can get a paralegal or accountant to do most of it for you):

http://yakitoreality.blogspot.com/2007/ ... japan.html

And, basic outline for incorporating a KK on a commercial site:

http://www.juridique.jp/incorporation_bis.html

JETRO also sells a book called Setting Up Enterprises in Japan for Y6,300 that provides a wide range of advice on how to set up various corporations in Japan:

http://books.jetro.go.jp/eng/products/d ... 56e70640dd

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Re: Starting a Legitimate Company: Registering the Company

Unread post by SamhainP8 » Sat Nov 27, 2010 9:18 am

Thanks for that!
"Do you know how a falcon is trained, my dear? Her eyes are sewn shut. Blinded temporarily, she suffers the whims of her God patiently, until her will is submerged and she learns to serve - as your God taught and blinded you with crosses."

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Re: Starting a Legitimate Company: Registering the Company

Unread post by Tall Tall Tree » Mon Jun 06, 2011 11:33 pm

Trying to land a gig doing consulting for a J-company. I'm currently working with the American company I worked with before I moved, but given the exchange rate and bank fees, being paid in yen will be quite nice.

But apparently before they can work with me, I need to go set up a sole proprietorship. They sent me two documents I need to take to the local tax office. Yay. Dealing with paperwork and bureaucracy is just about my least favorite thing in the world to do in English, so the thought of having to do it in Japanese loosens my bowels a bit.

所得税の青色申告承認申請書 - This appears to be the document Lems was talking about above; and

個人事業の開廃業等届出書 - This appears to be the one to set up the actual sole proprietorship.

I'm over my head, man. I have no idea what I'm about to sign myself up for. Questions:

1. Are there any fees for submitting these documents? How much?

2. Are English translations of these documents available anywhere? Is there a chance that there may be English-speaking staff to help me out with this if I went to an office in Nagoya? Yes, I'm a pathetic helpless foreigner who is demanding that others speak my native language to help me do something I probably have no business doing. I don't care; this is serious shit and I'm out of my league.

3. What sort of paperwork am I supposed to be keeping track of or filing, expenses/income-wise? Choo, that friggin' weeaboo, had some info in this regard on his page, but more info would be nice. Are they going to send me paperwork at the end of the year to note down my profits and transfer my tax?

4. I'm on a student visa. Is that a problem? The company in question didn't seem to think so, but…

I guess I can ask these of the people who want to hire me, but I'd also like some third-party verification that I'm not signing over my life here.

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Re: Starting a Legitimate Company: Registering the Company

Unread post by SamhainP8 » Tue Jun 07, 2011 9:25 am

Tall Tall Tree wrote:I'd also like some third-party verification that I'm not signing over my life here.

If you set up as a sole proprietorship this is exactly what you're doing.....

I had a heap of info when we set up ours but (I've got a bad memory and) I can only find this in my pc:
Becoming a sole proprietor in Japan
Kojin Jigyo個人事業 こじんじぎょう

Individuals who start their own one-man business (Sole Proprietorship) are required to file a blue form called a kojin jigyo no kaihaigyo todokedesho (個人事業の開廃業等届出書 “Notification of Commencement of Business”) to their local tax office at their ward office / city hall within 30 days of the business’s establishment.

What kind of taxes will I be required to pay?
You will be required to pay income tax (shotoku-zei), sole proprietor tax (kojin jigyo-zei) and residential tax (jumin-zei). Be sure to keep records of revenues and expenses as well as bills and receipts issued or received in relation to your business. If you decide to set up your own company you will be required to submit an annual tax return to your local tax office.
No link sorry.

I went to the Nagoya International Center and despite talking to "the expert" with a translater, I came out far more confused than when I went in.

From their website it looks like you're shit out of luck on a student visa:

http://www.nic-nagoya.or.jp/en/e/archives/365
What kind of visa do I need?
To establish a business in Japan you will need to obtain an “Investor / Business Manager” visa (toshi-keiei) or hold either permanent residents status (eijusha), long term resident status (teijusha), a “Spouse or Child of Japanese National” visa (haigusha) or a “Spouse or Child of Permanent Resident” visa (eijusha no haigusha tou). Detailed information about these visas can be found on the Ministry of Foreign Affairs (MOFA) website at www.mofa.go.jp/j_info/visit/visa or by calling the Nagoya Immigration Information Center at 052-223-7336 / 37.
"Do you know how a falcon is trained, my dear? Her eyes are sewn shut. Blinded temporarily, she suffers the whims of her God patiently, until her will is submerged and she learns to serve - as your God taught and blinded you with crosses."

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Re: Starting a Legitimate Company: Registering the Company

Unread post by Are they the lemmings? » Tue Jun 07, 2011 3:08 pm

Having set up a kojin jigyo and a kabushiki-gaisha company before, I can tell you this: Don't worry. A kojin jigyo is pretty easy to set up and run, and you're not signing your life away.
Tall Tall Tree wrote:所得税の青色申告承認申請書 - This appears to be the document Lems was talking about above
It's a request to be allowed to do your tax return using the "blue" form. Why would you want to do that? Because (1) there is a built-in deduction of 650,000 yen, and (2) it's more business oriented and you can claim all your expenses. On the down side, you have to submit double-entry accounts (i.e., balance sheets, etc.) when you file your annual tax return.
Tall Tall Tree wrote:個人事業の開廃業等届出書 - This appears to be the one to set up the actual sole proprietorship.
Correct.
Tall Tall Tree wrote:I'm over my head, man.
No you're not. You'll soon find that these are surprisingly shallow waters.
Tall Tall Tree wrote:1. Are there any fees for submitting these documents? How much?
No fees, IIRC.
Tall Tall Tree wrote:2. Are English translations of these documents available anywhere? Is there a chance that there may be English-speaking staff to help me out with this if I went to an office in Nagoya?
Not sure. I do recall that the tax office used to send me an English-language guide for the annual tax return, so you might be in luck with the start-up docs. I wouldn't hold my breath, tho. I reiterate, however, that you are not signing your life away in setting up a kojin jigyo, so if the guy says "Oh, you need to tick this box and sign on this line," it's unlikely to mean disastrous consequences for you.
Tall Tall Tree wrote:3. What sort of paperwork am I supposed to be keeping track of or filing, expenses/income-wise?
Keep your receipts, pay someone to do your books at the end of the year, and you'll be fine. The tax authorities will either (1) send you the tax return forms or (2) send you a notice that it's tax return time and tell you where you can do your tax return online. Just chill until then.
Tall Tall Tree wrote:4. I'm on a student visa. Is that a problem? The company in question didn't seem to think so, but…
I don't know, so the following is based on instinct. Follow it at your own responsibility:

They likely won't ask you about your visa status. They used to send me a form with my tax return documents asking me to confirm my visa status (humanities at the time), but I just ignored it every year based on the assumption that tax authorities don't give a rat's arse about visas and aren't going to report you to immigration if you don't hand in their little form. They never once said anything about it in my eight years as a sole proprietor.

[Edited to add:] Instinct also says that immigration might see setting up a business as taking the "special permission to work part-time" thing a bit far. They might say it goes against the intention of the "exceptional" nature of the deal.
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Re: Starting a Legitimate Company: Registering the Company

Unread post by Tall Tall Tree » Tue Jun 07, 2011 10:06 pm

Well, that's one pessimistic reply and one optimistic one. Guess I'm in for an adventure either way.

Might get to this after class tomorrow, if I can do it without soiling my pants. I'll report back with the results.

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Re: Starting a Legitimate Company: Registering the Company

Unread post by Tall Tall Tree » Tue Jun 21, 2011 7:36 pm

Someone (perhaps wishing to be anonymous? So I'll forego the name) PM'd me asking if I had scans of the paperwork I could post for others to possibly translate. I don't have easy access to a scanner at the moment, but I did find blanks of both forms from Japan's tax agency web site pretty easily:

個人事業の開廃業等届出書

所得税の青色申告承認申請書

(Both link to PDFs; the first an actual document and the second a dumb scan.)

Maybe someone can tell me if either one looks especially dangerous.

In the meantime, the company I went through all this for has yet to dole me out any actual work, which is kind of frustrating. But I'm still well away from starving.

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