Establishing a Japanese Subsidiary (GK) for a Non-Resident Overseas Corporate Group

Company formation — a non-resident overseas group’s Japanese subsidiary, from FEFTA prior notification to a corporate account at one of Japan’s largest banks.

Background

The client was an overseas corporate group with no prior presence in Japan, looking to set up a Japanese subsidiary (a Godo Kaisha). Ownership was divided between a foreign parent company and an individual member, rather than resting with a single foreign shareholder. Every party was based outside Japan.

Challenge

Several features made this more involved than a standard incorporation. The foreign investment required a prior notification under Japan’s Foreign Exchange and Foreign Trade Act, which had to be cleared before the company could be registered — a step most foreign founders do not anticipate. Incorporation documents had to be notarized overseas, and the capital contribution came in by international remittance. Because the owners were non-residents without Japanese identification, confirming their identity for both registration and later banking required advance planning.

What We Did

We handled the incorporation in full, from the articles of incorporation through registration at the Legal Affairs Bureau. We also prepared and filed the required prior notification under the Foreign Exchange and Foreign Trade Act and carried it through the government review, keeping both procedures within one office. We structured the lawful receipt of the overseas capital contribution in a form acceptable for registration, and worked alongside the client’s Japan-based representative and their tax accountants so that the corporate, foreign-exchange, and tax matters advanced together. The client worked with one English-speaking point of contact throughout, with no need to manage separate firms.

Outcome

From first contact to completed registration, the incorporation and the foreign-investment filing took roughly three months. Following establishment, a corporate bank account was successfully opened with one of Japan’s largest banks — a category of institution that applies the strictest scrutiny to newly formed, fully foreign-owned companies. This outcome was achieved through the combined structure the engagement had put in place: the company’s Japan-resident representative attended the bank in person over multiple visits, supported at each stage by the documentation our office had prepared and organized for that purpose.

If you are facing a similar matter, contact us.