Japanese BRANCE OFFICE (hereinafter referred as to “BO”) is a type of business operation to engage in sales activities in Japan.
Jump to the following page to check types of business operation in Japan as well as advantages and disadvantages of BO >> Types of Business Operation
Even though BO does not have its legal corporate status indepepndently in Japan and is recognized as a part of foreign company (the head company outside Japan) under the Japanese Companies Act. Foreign company must register its BO to the company regitry at the Legal Affairs Bureau to do sales/business activity in Japan.
Representative in Japan of BO must be appointed by the head office of the foreign company, and the Representative of BO has to be a resident in Japan.
For further detailed assistance, you may contact JETRO, the government related organization which is providing services to expand your business into Japan >> JETRO: SETTING UP BUSINESS
IF YOU ARE NOT FAMILIAR WITH VISA PROCEDURES IN JAPAN, JUMP TO INTRODUCTORY PAGES BELOW FIRST:
INFORMATION to REGISTER
Regarding BO registration, information listed below must be registered in the registry at the Legal Affairs Bureau and you can receive the transcript of the registry as the Certificate of Company Register (登記事項証明書);
- Corporate name of the company (head company outside Japan)
- Address of the head office
- Address of the Branch Office
- Method of public notice
- Governing Law
- Date of establishment of the company
- Business purpose of the company
- Total number of authorized shares of the company
- Total number of issued shares of the company
- Pain-in capital of the company
- Directors / Partners
- Name and Address of the Representative of the Branch Office
REQUIRED DOCUMENTS for BRANCH OFFICE REGISTRATION
BO Registration requires documents to certify information of the head company outside Japan. However, as a matter of course, foreign companies are established and operated in accordance with laws and regulations of the country where the headquaters is registered. It is possible that there would be no documents as the same as “Certificate of Company Registry” which is a corporate certificate for the registration under the law of Japan. Also, the items which have to be prescribed in the Articles of Incorporation are different among each country.
Therefore, generally, you need to prepare a document called “AFFIDAVIT” to certify information of the foreign company and have it notarized by notary public in the country which the company belongs to and BO can be registered in Japan based on the information stated in the AFFIDAVIT.
Basic Required documents for BO registration in Japan are mainly;
- Articles of Incorporaton (and bylaws) of headquarters.
- Certificate of Company Registry or official documents equivalent to.
- Notarized AFFIDAVIT
- Registered personal Seal/Hanko of Representative in Japan and the Certificate.
- Seal/Hanko for BO to be registered
What is AFFIDAVIT?
AFFIDAVIT is a written sworn document to certify that all the information stated in the document is correct and accurate, which is widly adopted in many countries. To complete and legalize the document, the person concerned signs it under oath in front of a notary public or government officials.
Basically, in case of AFFIDAVIT for setting up a BO in Japan, it has to be signed by the Representative Director or the CEO and must be notarized by a notary public or government officials of the country where the head company belongs. If the Embassy/Consulate-General in Japan of the head company’s country provides the notarization services for such AFFIDAVIT, the Representative of BO can sign the AFFIDAVIT and notarized at the Embassy/Consulate-General in Japan.
The most important thing is to prepare AFFIDAVIT in which all the necessary information for the BO registration is stated. In order to have AFFIDAVIT notarized, it would be generally required to present related proof documents to confirm the fact stated in the Affidavit. Format of the AFFIDAVIT as well as required documents to confirm the fact may be different depending on the Embassy/Consulate-General in Japan.
COST for BRANCH OFFICE REGISTRATION
The cost for the registration of Japan Branch Office is as following:
Registration Tax
- In case of BO with the office in Japan (most cases): JPY 90,000
- In case of appointment of the Representative in Japan only): JPY 60,000
Additional expenses (hiring a specialist, notarial fee, making seal/hanko for registration etc.) will be required case by case.
If the head company would like to assign someone in the company to operate business of BO and work in Japan, the physical office for BO is mandatory especially for VISA APPLICATION.
PROCESS of SETTING UP a BRANCH OFFICE
Here’s the process of BO REGISTRATION and other necessary procedures for setting up a branch office.
In Japan, branch/corporate registration and other initial process (report for Tax Office, opening a bank account etc.) are separated, so you should proceed with the next step after BO registration is completed at the Legal Affairs Bureau.
１．Decide address of BO and the Represenative in Japan
Hold the director’s meeting at the head company to appoint the Representative in Japan and decide address of the BO. Prepare the minutes of the meeting.
2．Submit “Report for Setting up a Branch Office (支店等の設置に関する届出書)” to Bank of Japan depending on types of business
- Depending on types of business, the submission of “Report for Setting up a Branch Office (支店等の設置に関する届出書)” to Bank of Japan is required. The report must be submitted in advance of setting up a Branch Office.
- For more details, please contact directly to Bank of Japan >> 日本銀行 届出書様式および記入の手引き等: 対内直接投資等・特定取得、技術導入「支店等の設置に関する届出書」
3．Prepare for AFFIDAVIT and Supplemental Documents
- Prepare necessary documents for AFFIDAVIT notarized. (e.g. Certificate of Company Registry, Articles of Incorporations, Minites of Directors’ meeting etc.)
- Draft the AFFIDAVIT based on the documents of the head company. Note that the AFFIDAVIT must cover all of information to be registered for BO registration in Japan.
- In Japan, the appointed Representative in Japan prepares other documents to be prepared in Japan.
4．Notarization of AFFIDAVIT
AFFIDAVIT must be notarized by one of the following way;
- Notarized at a notary public in the head company’s country: Representative Director or CEO makes an oath and signs the Affidavit at a notary public in the head company’s country.
- Notaized at the Embassy/Consulate-General of head company’s country in Japan: Representative in Japan makes an oath and signs the Affidavit at the Embassy/Consulate-General in Japan (some Embassy/Consulate-Genral do not provide the notary services).
After completing the documents, send them to the Representative in Japan.
5．Registration of Branch Office at the Legal Affairs Bureau in Japan
- Receive AFFIDAVIT and other documents from the head company (AFFIDAVIT must be the original).
- Japanese translation must be attached if the documents is written in foreign languages.
- Application for the registration must be submitted at the Legal Affairs Bureau which has jurisdiction over the address of the Branch Office.
- Processing time at the Legal Affairs Bureau is approximately 7 – 10 business days.
6．Completion of Registsration – Obtain the Certificates
- After completing the registration, You receive Seal/Inkan Card for BO. You can obtain the Certificates regarding the BO registration in Japan (e.g. Certificate of Registry and Certificate of Registered Seal/Inkan)
- You will need several copies of each certificates for opening bank account and reports to the Tax Office.
For the report to the Tax Office, contact the National Tax Office directly or contact a tax accounting form/specialist to process the report.
7．Submit Necessary Reports to the Tax Offices and Other Administrative Office and Open Bank Account
- Proceed to report to Tax Offices and other administrative office.
- Open corporate bank account under the Branch Office’s name.
8．Visa Application (if necessary)
Proceed to visa application if necessary.