Representative offices are established to carry out preparatory and supplemental tasks enabling foreign companies to engage in business operations in Japan. These offices may not engage in sales activities, but can help a foreign company by conducting market surveys, collecting information, purchasing goods, and implementing publicity/advertising efforts. The establishment of representative offices does not require registration.
Foreign companies wishing to engage in sales and business operations in Japan must establish a branch office or a subsidiary company. A branch office is the simplest means for a foreign company to enact business operations in Japan. For a branch office to begin business, an office location must be secured, the branch office representative appointed, and the necessary information registered. A branch provides services in Japan decided upon by an organization authorized by the foreign company, and is not expected to engage in independent decision making. A branch office does not have its own corporate status, and instead is legally deemed to be encompassed within the corporate status of the foreign company. Consequently, the foreign company is ultimately responsible for all debts and credits generated by the activities of its Japanese branch office.
A foreign company establishing a subsidiary company in Japan must choose either a Joint-Stock Corporation (Kabushiki-Kaisha (K.K.)) or a Limited Liability Company (Godo-Kaisha (G.K.)), as stipulated by the Japanese Corporate Law.
|Limited Liability Company||Joint-Stock Corporation|
|Amount of capital||Without restriction|
|Relationship between the Company’s Representative and Members||Members represent the company||The representative of the company need not be a member|
|Liability of Members to Creditors of the Company||Liability of members is limited to their respective contributions of capital|
|Transfer of Equity||Subject to the approval by other members||Transfers of shares may be made freely, unless the articles of incorporation of the company provide that such transfers shall be subject to approval by the board of directors.|