Guide to Business Licenses in Japan

There are numerous types of licenses that need to be obtained by businesses before starting a business in Japan. We have provided below a table of various licenses for the finance sector.

Please contact us if you have any questions or need assistance in obtaining these licenses.

Type

Description

Funds Transfer Service(資金移動業)

In order to operate a funds transfer business (which is similar to money services businesses in the US or payment institutions in Europe), this license is basically required.

Prepaid Instrument Issuer(前払式支払手段発行業) ― Third Party Type

In order to issue e-money, gift cards, prepaid cards, and such, this license is basically required. Prepaid instruments basically need to be non-refundable.

PISP/AISP (電子決済等代行業)

In order to access bank APIs to initiate a bank wire transfer transaction or to refer account information on behalf of your customers, this license would be required.

Credit Card Issuer (包括信用購入あっせん業)

In order to issue credit cards, including both actual cards and virtual cards, this license is basically required.

Credit Card Acquirer(加盟店契約締結業)

In order to acquire merchants for credit cards (and charge cards), this license is basically required.

Individual Credit(個別信用購入あっせん)

In order to handle individual credit services, this license is required.

Money Lending(貸金業)

This license is required in order to lend money to customers, unless the relevant entity has a bank license.

Most companies issuing credit cards in Japan have either the money lending license or the bank license.

Financial Intermediary (媒介業)

In order to act as an intermediary for other financial institutions, you would basically need this license.

If the entity wants to make profits from selling financial products of (an) other financial institution(s) to its customers, it may consider acquiring this license.

Virtual Currency Exchange(暗号資産交換業者)

In order to engage in the business of selling/purchasing virtual currency, this license would be required by the relevant entity.

Type 1 Financial Instruments Business(第一種金融商品取引業)

This is equivalent to securities companies in the U.S. Many IT-related companies acquire this license to provide FX related services.

Bank(銀行)

Funds Transfer Service Providers are not allowed to accept bank deposits, and if the relevant entity wants to do so, it may consider acquiring a bank license in the future.

 

Types of Companies

Provided below is a guide on the types of companies in Japan and their differences.

  Limited Liability Separation of Management and Ownership
(i) Kabushiki Kaisha All equity holders are limited in liability.  It is equivalent to LLC. Can be separated.
(ii) Godo Kaisha All equity holders are limited in liability.  It is equivalent to LLC. Not separate.
(iii) Gomei Kaisha All equity holders owe un-limited liability. Not separate.
(iv) Goshi Kaisha There are both un-limited liability equity holder(s) and limited liability equity holder(s). Not separate.

When foreign companies set up subsidiaries in Japan, in most cases, they either select Kabushiki Kaisha (“K.K.”) or Godo Kaisha (“G.K.”).

1. Differences Between K.K. and G.K.

  K.K. G.K.
Equity Holder Shareholder (“Kabu-nushi”) Members of the company (“Sha-in”)
Responsibility of the Equity Holder Limited liability Limited liability
Number of persons required for establishment and operation One or more One or more
Highest Decision-Making Body General Meeting of Shareholders Meeting of the members
Voting Rights Proportionate to the number of shares held by each shareholder Each member has one vote.
Person(s) who (make important decisions on) the Execution of the Operations of the Company

Directors /

Executing Person(s)

Executing Person(s)

If there is no election of an Executing Person, then all members become Executing Person(s).

Who can become the Executing Person Non-shareholders can also be appointed as Director or Executing Person. A person who is not a member of the company cannot be appointed as Executing Person.
Term of office for Executing Persons Up to 10 years.  Many companies make the term 2 years. No limitation.  Can be  decided freely.
Representative of the Company The Directors or the Board of Directors may appoint Representative Director(s) or Representative Executing Person(s). Members may appoint Representative Executing Person(s)/
Financial Statements Publication is necessary. Publication is not necessary.
Distribution of Profits to Equity Holders Distribution of company’s profits to each shareholder must be proportionate to the percentage of shares held by each shareholder. Members may decide how the company’s profits will be distributed. Distribution does not have to be made in proportion to percentage of equity (or membership interest) held by each member.

2. General Advantages of G.K. over K.K.

  • Costs to establish G.K. are less than those for K.K.
  • Corporate management structures can be implemented more flexibly.
  • No obligations to publicize financial statements.

In addition, in the case of U.S. companies, , it is written in some articles that there are the following advantages from an international tax perspective:
– Pass-through taxation may be selected under U.S. tax law.
– Not subject to U.S. “controlled foreign company” (CFC) rules or the so-called “anti-tax haven” rules.

3. Reputable Foreign Companies that have set up G.K. as Japanese Subsidiary or Affiliate

U.S. Parent Company Japanese Subsidiary or Affiliate
Google L.L.C. Google G.K.
Apple Inc. Apple Japan G.K.
Amazon.com, Inc. Amazon Japan G.K.
The Procter & Gamble Company P&G Prestige G.K.
Exxon Mobil Corporation Exxon Mobil Japan G.K.
Universal Music Group Universal Music G.K.
Warner Bros. Entertainment. Inc Warner Brothers Japan G.K.
Cisco Systems. Inc Cisco Systems G.K.
[Source: Japanese newspapers]

4. Fees for Establishing G.K. and K.K.

(1)           Fees to be Paid to the Government and Public Offices

  K.K. G.K.
Registration Tax

150,000 Yen –

(If “0.7% of the stated capital amount” is greater than the above amount, then such amount will be the registration tax fee.)

60,000 Yen –

(If “0.7% of the stated capital amount” is greater than the above amount, then such amount will be the registration tax fee.)

Stamp Tax for Articles of Incorporation

(exempted, if created electronically)

40,000 Yen

(We handle electronic AOI, to have this 40 thousand yen exempted)

40,000 Yen

(We handle electronic AOI, to have this 40 thousand yen exempted)

Fee for Notary Public for the Certification of Articles of Incorporation 50,000 yen 0
Fees for Certified Copy of Articles of Incorporation App.  2,000 Yen App.  2,000 Yen
Total fee 242,000 Yen – 102,000 Yen –

(2) Law Firm Fees for preparation of Articles of Incorporation /registration fees

Preparing Japanese AOI and filing documents only:
100,000 yen

If English referential translations are required:
An additional 100,000 yen


5. Our Services

(1)  Establishment of Company

We  provide advice and counsel on formations of G.K. and prepare required documents in Japanese (and referential translations in English upon request).

(2)  Other Services

We provide support in making various types of company documents and documents required for authorization by the Japanese government.

Please contact us if you have any questions.