Zagdim Reader Desk · Japan market entry
Setting up in Japan as an overseas companyJapanese subsidiary or branch office formation
When your company expands into Japan, you first decide between a subsidiary, a branch and a representative office, and the documents and filings the parent company must prepare change accordingly. The Zagdim Reader Desk first establishes your expansion plan, then shortlists suitable Japanese professionals.
The parent company documents required, and how they are certified, vary with the country where the parent is incorporated, its legal form and the issuing authority. This page describes the general rule; companies incorporated in the United Kingdom, United States, Singapore, Australia, Canada and other countries should confirm the document list for their own jurisdiction.
Information checked: 29 October 2026
01 · ABOUT
Expanding into Japan: which structure should you use?
The three entry structures differ in liability and in what they may do. Read the table below first, then choose your current stage. Once the structure is decided, you need documents proving the parent company’s incorporation, its registered particulars and the authority of its representative, each with a Japanese translation. After set-up there are continuing obligations, including tax, social insurance and annual accounts.
- The document list varies by countryParent company documents are confirmed case by case, according to legal form and issuing authority.
- A new company is not always exempt from consumption taxWhere the parent group’s size meets the conditions, the exemption for newly established companies may not apply.
- Loss-making companies must still keep books and fileEven with no profit in the first year, the filing obligation remains.
Subsidiary, branch or representative office: what is the difference?
| Subsidiary | Branch | Representative office | |
|---|---|---|---|
| Legal status | Separate Japanese corporation (kabushiki kaisha or godo kaisha) | A place of business in Japan of the foreign company | A base for preparatory activities |
| Parent company liability | In principle limited to the amount invested | Bears the debts directly, not limited to the amount put in | — |
| May it trade? | Yes | Yes | No; market research, information gathering and similar only |
| Representative resident in Japan | Not required | At least 1 representative in Japan | — |
Incorporation of a kabushiki kaisha (KK) or godo kaisha (GK) is registered with the Legal Affairs Bureau.
Tax notifications after incorporation are filed with the tax office.
Logos belong to the respective bodies and are shown only to identify where a matter is handled. Zagdim is not affiliated with them.
What stage is the parent company at now?
Closest stage:
Setting up a Japanese subsidiary
| Item | When | Filed with |
|---|---|---|
| FEFTA prior notification (designated sectors) | Before incorporation; in principle a 30-day wait after acceptance | Ministry of Finance, Bank of Japan |
| FEFTA post-investment report (where the conditions are met) | Within 45 days of the date of incorporation registration | Bank of Japan |
| Notification of incorporation (法人設立届出) | Within 2 months of the date of incorporation registration | Tax office |
- Parent company as incorporatorThe ¥15,000 reduced-fee exception for notarising a KK’s articles of incorporation does not apply.
- Parent company as representative memberA GK must appoint a natural person as executive manager (職務執行者).
Next steps
- Tell the Reader Desk the parent company’s country and the intended line of business
Setting up a branch
- RepresentativeAt least 1 representative in Japan must have an address in Japan. Decide who it will be first.
- Parent company documentsProof of incorporation, registered particulars, the representative’s authority and the representative’s signature, with Japanese translations.
Next steps
- Tell the Reader Desk who the representative in Japan will be and what the business will do
Testing the market first
A representative office may carry out only preparatory activities such as research, information gathering, purchasing and publicity. To take orders and trade, you need to set up a subsidiary or a branch instead.
Next steps
- Tell the Reader Desk which activities you plan to carry out in Japan
Not yet decided
Start with the comparison table above: whether you will trade in Japan, how much liability the parent company is willing to bear, and whether anyone can live in Japan.
Next steps
- Tell the Reader Desk your expansion plan and how you intend to trade
Sources: published materials of the Ministry of Justice, Ministry of Finance, Bank of Japan and National Tax Agency. Research verified 28 October 2026; this page checked 29 October 2026.
03 · CASES
What should every overseas parent company watch for?
In every caseA foreign corporation acquiring shares in a newly formed Japanese company may need to make a filing under the Foreign Exchange and Foreign Trade Act (FEFTA); in designated sectors, prior notification is required before incorporation. Company registration, opening a bank account and permission to reside are separate reviews.
07 · EXPERTS & PROFESSIONALS
Which Japanese professionals are involved?
Depending on the case, different Japanese professionals are involved.
Judicial scrivener
司法書士 · shihō shoshiHandles the subsidiary’s incorporation registration or the branch registration, and checks the registered particulars against the parent company documents.
Administrative scrivener
行政書士 · gyōsei shoshiHelps with drawing up documents and with status of residence applications for seconded staff.
Certified tax accountant
税理士 · zeirishiTax notifications after set-up, bookkeeping and corporation tax returns, and tax arrangements between parent and subsidiary.
MATCHING
How Zagdim shortlists the right professionals
What you need
Zagdim Reader Desk- Clarifying the need
- Matching providers
- Follow-up at key points
The right professionalZagdim Reader Desk
Establishes what you need · shortlists and introduces · follows up
No charge to readersProfessionals in Japan
Professional advice and handling
Quote · contract · payment · receiptTell the Reader Desk first where you want to establish a base
- You tell the Reader DeskIntended location, structure and the parent company’s country
- The Reader Desk checksWhether a professional can be arranged locally
- The Reader Desk repliesIf no suitable provider is available, we say so plainly
08 · CONSULTATION
What to have ready before you get in touch
Have the points below ready, then arrange a time by WhatsApp or email.
- The parent company’s country and legal form
- Whether you will take orders and trade in Japan, or start with market research
- Whether the line of business may fall within the FEFTA designated sectors
- Whether you will send staff to Japan, and when operations begin
The Zagdim Reader Desk handles contact and follow-up.
Send us your details
The more you tell us, the better the Zagdim Reader Desk understands your situation before we speak.Four steps after you get in touch
- Contact the Reader DeskExplain your expansion plan and the parent company’s country.
- A written briefThe Reader Desk prepares it; you confirm it.
- Introduction to a local professionalIntroduced by intended location. Before the introduction, the written quote, out-of-pocket costs and conditions for extra charges are confirmed.
- Quote and engagementYou decide whether to engage, and contract with and pay the professional directly.
