Investing in Japan Q&A

Foreign companies generally establish a business presence in Japan in one of three modes; representative office, branch office, and subsidiary company. Please see

the details of each mode.

Foreign companies generally engage in business operations by establishing a branch office or a subsidiary company. Representative offices are not permitted to engage in sales activities. Please see

the details of each mode.

In the case of a branch office, it takes about one month after determination of branch office information to be registered. For a subsidiary company, it takes about two months after determination of particulars of a company to be established.

The items that should be considered as initial costs are company establishment, tax notices, hiring local personnel, setting up a permanent office, setting up permanent housing for foreign nationals, obtaining visas, etc. As for the company establishment and tax notices, it costs about 610,000yen to establish a subsidiary company, whereas it costs about 420,000yen to establish a branch. These cost figures are approximations and include both actual expenses and fees for professional proxies.

For a branch office, at least one representative in Japan must have an address in and be resident in Japan.

For commercial registration, documents evidencing the existence of the applicant's head office (such as the registration in its home country or certificates of competent authorities), documents certifying appointment of the representative in Japan (such as minutes supporting decision by appropriate organization within the applicant), article of incorporation, etc. should be examined. Please consult with commercial registration experts for more detail.

Both a branch office and a subsidiary company are established through commercial registration with the Legal Affairs Bureau. Please see the general flow of procedures for establishing a presence in Japan.

Having an office in Japan will make it possible to provide more prompt and smoother sales assistance, technical support and after sales care, etc. to customers, clients and business partners. In fact, foreign companies need to establish a branch office or subsidiary company to generally engage in business operations.

Non-resident person can be a representative of a subsidiary company.

For a branch office, at least one representative in Japan must have an address in and be resident in Japan.

Anyone can engage in the commercial registration procedure, however, outsourcing the procedure to experienced commercial registration experts will, generally speaking, make it easier and more certain.

Because a branch office cannot be directly reorganized into a subsidiary, the branch office closure procedures and the subsidiary company establishment procedures must be carried out simultaneously. In such instances, however, the branch office's assets may be transferred to the subsidiary through contribution in kind. Please see the closure of a branch office, dissolution and liquidation of a subsidiary company for more information.

In principle, working visas cannot be obtained before establishing the base since working visas are issued for applicants (foreign nationals) on the premise that a Japan entity for which they work is secured. However, if applying for a "4-month business manager visa" or if using the "System for Encouraging Foreign Entrepreneurs Acceptance Promotion Project" or “Program to increase foreign entrepreneurs” in Special International Strategic Zones, it is possible to obtain a visa before the establishment of the base.

Any foreign national wishing to enter Japan must have a valid passport, which, in principle, contains a visa corresponding to his/her purpose of entry into Japan obtained in advance from a Japanese embassy, consulate or other Japanese diplomatic mission abroad (hereinafter, "Japanese diplomatic mission abroad"). Upon landing in Japan, the foreign national must then be screened by, and receive a landing permission stamp from, an immigration officer at the port of entry, who will determine the foreign national's status of residence and period of stay.

A visa can be said to resemble a letter of recommendation required for entry into Japan received in advance from a Japanese diplomatic mission abroad that certifies that the passport is a valid passport and that there are no impediments to allowing the passport holder to enter Japan within the scope of that visa. Whereas a status of residence is established when foreign nationals who wish to enter and reside in Japan receive landing permission upon arriving at their port of entry. In other words, the status of residence constitutes the grounds on which a foreign national is permitted to stay in Japan; it is a qualification enabling the foreign national to carry out the activities stipulated in the Immigration Control and Refugee Recognition Act and to reside in Japan for the purpose of carrying out those particular activities. The scope of activities in which a foreign national may engage during his/her stay in Japan is determined according to his/her status of residence. Except where a permit to engage in an activity other than that permitted by the status of residence is obtained, the foreign national must not, in principle, engage in any activities generating an income other than those permitted by his/her status of residence.

Please see the documentation that is generally needed when applying for a Certificate of Eligibility for all working statuses.

Visas are applied for and received at Japanese diplomatic missions abroad. However, Japanese diplomatic missions abroad may be unfamiliar with circumstances in Japan, leading to delays and other difficulties in screening applications for long-term stay visas such as those for foreign nationals seeking to work in Japan. In light of this, the Regional Immigration Bureau in Japan often screens these applications to determine whether or not the activities intended by the foreign national wishing to enter and reside in Japan correspond to the conditions for the statuses of residence being sought; if it is determined that these activities do in fact meet the visa conditions, a Certificate of Eligibility is issued. If this Certificate of Eligibility is presented to a Japanese diplomatic mission abroad together with a visa application, the conditions for entry/residence will ordinarily be deemed satisfied and a visa issued at an early date. A Certificate of Eligibility does not apply to a temporary visitor visa.

Please see the flowchart from application for Certificate of Eligibility to visa acquisition and entry into Japan (general example).

The principal statuses of residence related to investment in Japan include Business Manager, Intra-Company Transferee, Engineer/Specialist in Humanities/International Services, Legal/Accounting Services, Skilled Labor, and Specified Skilled Labor. Please see the activities authorized in Japan for each status (excerpted from the website of the Japanese Ministry of Justice).

A foreign company can establish a business presence in Japan, typically, by establishing a representative office, branch, or subsidiary company.
The status of residence is determined by the applicant's activities in Japan, and is not determined by the type of establishment of the foreign company. In general, however, the relationship between the type of establishment and the status of residence of expatriate or representative in Japan is as follows.

Representative of representative office: "Intra-company Transferee"(Note)
Representative of branch: "Intra-company Transferee" or "Business Manager"(Note)
Representative of subsidiary company: "Business Manager"

(Note) However, if the office has other employees, the representative’s status may be "Business Manager."
The status of residence of a foreign resident (excluding those who fall under the status of residence of "Business Manager") employed by a representative office, branch, or subsidiary shall be “Intra-Company Transferee,” or "Engineer/Specialist in Humanities/International Services" when performing duties in Japan related to the foreign resident’s educational or professional background based on a contract with a public or private organization in Japan.
Please refer to the flow chart (Link) describing the set of procedures normally required for a foreign company to launch and register a new subsidiary or branch office in Japan. This includes procedures for obtaining visa and residence status.

A foreigner residing in Japan who wishes to cease the activities in which he/she is currently engaged and to engage exclusively in activities applicable to a status of residence other than that which he/she presently holds must apply and receive permission for a change of status of residence. For example, a foreign national dispatched from a parent company in a foreign country to a subsidiary in Japan and currently residing in Japan on an "Intra-company Transferee" status of residence who wishes to resign from the company to which he is dispatched and to invest in and operate his own company needs to apply and receive permission for a change to "Business Manager" status of residence.
However, applications for permission to change in status of residence are not automatically approved, and permission will not be granted if the new activities do not correspond to the requirements and criteria of the status of residence sought. A foreign national residing in Japan on a temporary visitor status will not be permitted to change his/her status of residence unless the application is made based on special and unavoidable circumstance. If a foreign national has applied for a change in status of residence and no decision has been made on the application by the expiration date of the period of stay granted in respect of the applicant's status of residence, the applicant, as a general rule, may remain in Japan under the same status of residence until the date on which a decision is made on the application or until two months have elapsed from the original expiration date, whichever is the shorter period.

Temporary visitor status covers tourism, recuperation, sports, visits to relatives, field trips, participation in short courses or meetings, business liaison and similar activities undertaken while staying temporarily in Japan. Holders of temporary visitor status may not engage in working activities. Some concrete examples of the type of person involved in business who would be covered by this status are as follows:

Persons sent to Japan for business liaison, business negotiations, contract signing, after-sales service, advertising or publicity, market research or other short-term business activities
Market research and other activities in preparation for investing in and commencing a business in Japan are normally considered to fall under temporary visitor status. The periods of stay of temporary visitor status is basically either 90 days, 30 days, or 15 days.

Please see the Ministry of Foreign Affairs website for information on countries exempt from short-term stay visa.

The effective corporate income tax rate varies depending on the scope of taxable income and the local government under whose jurisdiction your business entity is located. Please see the details of the corporate income taxes.

The taxes levied in Japan on income generated by the activities of a corporation include corporate tax (national tax), local corporate tax (national tax), corporate inhabitant tax (local tax), enterprise tax (local tax), and special enterprise tax (a national tax, although filings and payments are made to local governments along with those for enterprise tax) (hereinafter collectively referred to as "corporate taxes"). Please see the details of corporate income taxes.

Corporations engaged in economic activities in Japan are subject to taxes in Japan on the profits generated by those economic activities. Even if there are no taxable income/profits, corporate inhabitant taxes are levied not only on income but also on a per capita basis using the corporation's capital and the number of its employees as the tax base. Corporations having paid-in capital of more than 100 million yen are subject to enterprise tax on a pro forma basis.

Japan's tax filing system is based as a rule on self-assessed income tax payment where individuals (tax payers) calculate their annual income and tax amount, and file tax returns by themselves. However, a tax withholding system where companies (salary payers) collect income tax on the date of payment and pay the tax on behalf of individuals (income earners) or corporates is also introduced for specific incomes.

Withholding income tax is assessed against payments of certain taxable income, whether paid to an individual or a corporation. Income subject to withholding income tax is determined in accordance with the type of income and the classification of the recipient of that income. Please see the details of tax withholding and payment procedures.

Individuals must submit an income tax return for the income earned each year, and must pay the tax owed between February 16 and March 15 of the following year. Persons whose total income does not exceed total deductions and persons who receive salary income subject to withholding tax at source (year-end adjustment) from only one payer not exceeding 20 million yen in that year and who have no other income exceeding 200,000 yen do not, as a rule, need to file a return.

All individuals, regardless of nationality, are classified as either residents or non-residents. Please see the details of individual tax system.

Representative offices, etc., through which a foreign corporation engages in business in Japan are not supposed to derive any income subject to corporation tax from publicity/advertising, information provision, market surveys, basic study and other activities auxiliary to the performance of its business. It is not permitted to engage in sales activities.
When the activity exceeds the auxiliary activities described above, the representative office is taxable as Permanent Establishment (PE)*. Also, since the business year commencing on or after January 1, 2019, even if the activities of the foreign corporation or a person who has a special relationship with the foreign corporation are preliminary or supplementary in nature, they may fall under the category of PE if they fulfill a complementary function for an integrated service.

The following domestic and import transactions, except for certain transactions deemed non-taxable, are subject to consumption tax. The consumption tax rate is 10% in principal (inclusive of local consumption tax rate of 2.2%) from October 1, 2019. A reduced consumption tax rate will also be introduced at the same time. The reduced tax rate of 8% (inclusive of local consumption tax rate of 1.76%) will be applied to food and beverages, except for alcoholic drinks and dining out, and newspapers published more than twice a week (based on a subscription contract).

Overview of consumption tax

Basically, corporations must file a final tax return for corporate taxes on their income within two months from the day following the last day of each taxable year. Please see the details of tax returns.

Tax payers file tax returns by themselves. However, outsourcing tax filing to experienced professional tax accountants or certified public accountants is, generally speaking, easier and more certain.

Japan has a foreign tax credit system and dividend exclusion system in order to avoid international double taxation. Japan also has concluded tax treaties with many countries for the purposes of avoiding cross-border double taxation and preventing tax evasion.
The provisions of tax treaties supersede those of domestic law. For the tax liability in Japan of individuals and corporations domiciled in a country with which Japan has a tax treaty, the location of the source of income defined under Japanese law (the provisions that provide the rationale for taxation where income is generated) may at times be amended from Japan to her counterpart (or from her counterpart to Japan) to accord with these tax treaties. Tax treaties grant tax reduction or exemption for various types of income generated in Japan. Taxes on cross-border income have been exempted or reduced the tax rate by the tax treaties.
Through these measures, majority of international double taxation can be avoided.

There are over 500 government-managed public employment security offices collectively known as "Hello Work" throughout Japan. Hello Work offers free facilitation and supports matching people searching for a job, and employers with open positions; all industries are covered by the agency.

Similarly, regional public organizations offer free employment services for the general public. Educational institutions such as colleges and universities provide employment services to their students for free. Privately-managed employment agencies come in several types, including executive search agencies and those which maintain a database of registered potential employees and employers and collect fees on a contingency basis (i.e., when someone from their database is successfully employed with a registered employer). Japan also has a wide range of newspapers, magazines (e.g., job-transfer magazines, industry-specific magazines, etc.), and internet websites through which employers seek to fill vacant positions.

When hiring, employers enter into an employment contract with each employee. The following terms and conditions must explicitly be provided, in writing, within the employment contract. Contract period, workplace, duties, working hours, days-off, wage calculation period and pay-day , resigantion and dismissal and so on. Please see details of employment conditions.

There are employment standards which need to be carefully considered when corporations hire people, such as wages, working hours, breaks and days off. For instance, employers must pay wages in legal tender, directly to the employee, not less than once per month, and on a specified date. In addition, working hours must, in principle, not exceed 40 hours per week or eight hours per day excluding breaks (this is known as "statutory working hours"). However, overtime is possible within the limit agreed in the labor-management agreement (agreement between the company and the employee representative). Please see the details of employment standards ( Wages / Working hours,breaks, days off ).

Employers can only dismiss an employee (i.e., the employer terminates the labor contract by notifying the employee of its intention to do so) with a concrete and justifiable reason. For example, redundancy is justifiable only after satisfying several criteria, such as necessity, effort to avoid redundancy, reasonable selection and reasonable process. Please see the details of restrictions on dismissal.

Japan has a universal insurance system whereby everybody residing in Japan must, in principle, take part in the public health (medical) insurance and pension insurance system. Please see the details of Japan's social security system.

The total premium rate (the employer's burden) of the mandatory social security scheme for employment is about 15% of total annual wage. This includes Workers Accident Compensation Insurance, Employment Insurance, Health Insurance and Nursing Care Insurance' Employees' Pension Insurance and contribution to Children and child-care.

As a rule, the person is mandatory to be enrolled into the social insurance system (Health Insurance, Employees' Pensinon Insurance), provided that he/she receives a compensation/salary in Japan. On the other hand, the labor insurance (the worker's compensation insurance and employment insurance) is, in principle, not applicable to him/her. However, the Representative in Japan may be eligible for the labor insurance, provided that he/she is cogently acknowledged to fall under "the worker".

The social insurnace is voluntarily applicable to an undertaking without the company registration in Japan which does market research, communication/coordination of distributors and/or trading firms, procurement, and so on. In other words, it can be determined by agreement between the company and the employees whether to be enrolled into the social insurance as a whole. At that time, there are two ways. The first way is to make the representative of the office as the employer and exclude him/her from its enrollment, and the other way is to make him/her as one of the employees to enroll him/her into it. Although the application for the labor insurance is mandatory to the employees except the representative of the office, its application to the representative theoretically depends on whether he/she cogently falls into "worker". However, in the terms of the administrative procedure, it is difficult to be accepted.

In Japan, the "worker's dispatching business" means to have the employee employed by you work under directions/orders of another party, and "the license" provided by the counrty is required to undertake such a business. You must meet a certain capital and fund requirement in order to obtaining the license. In addition, direct employment relationship between the dispatched worker and the company where the dispatched worker works is, as a rule, established, in the case where the worker's dispatching business is carried out without license, or the same worker is continuously dispatched to the same organizational unit for more than three years because of the application for "the deemed labor contract offer system".

The Labor Standards Act excludes persons in positions of supervision or management or persons handling confidential affairs from the application for the provisions on working hours, etc. except for midnight work. The criteria for the persons who are excluded from them are, (1) that they have important job contents and responsibilities/authorities, (2) that the working styles are incompatible with the working hours regulations, and (3) that their conditions such as wages, etc. are reasonable. In addition, such an agreement as "the base salary includes overtime for xx hours" is, in principle, invalid. To make valid the wage system where a certain overtime is included (the fixed overtime wage system), part of the wage for ordinary working hours and part of the wage for fixed overtime must be explicitly divided, and the additional wage for the exceeded part must be paid in the case where the actual overtime exceeds the fixed overtime. Besides, an employment contract where "overtime is not paid" is agreed is invalid if it is not for the manager/supervisor.