A shelf company in Japan, also known as a ready-made or a tailor-made company, is a company which was registered in the past and which can be utilized immediately for doing business. The reason numerous foreign investors choose to acquire such an entity is mainly that the time to set it up is much shorter than if they were to open a new one. Our company formation advisors in Japan can assist you in buying a shelf company in this country, if needed.
This type of companies is generally set up in order to be sold. If you wish to acquire such a company, our consultants can help you in this matter.
|Legal entities available for shelf company||
Godo-Kaisha (limited liability company (LLC)
|Time required for purchasing the company||Between 1 and 2 weeks|
Types of features it includes
|Can include a corporate bank account|
|The advantages of a shelf company||
Faster process compared to opening a new company
|Appointing new directors||Yes|
|Capital increase allowed||
|Certificate of no commercial activities||
|Modify the objects of activity||Yes|
|Participants in the purchase procedure||The buyer (investor) and the seller (in most cases, a Japanese corporation that offers shelf company and/or incorporation services)|
|The cost of buying a shelf company||Can start at US$130,000|
Table of Contents
Shelf company incorporation procedure in Japan
The main difference between a new company and a ready-made company incorporation is that the latter has already gone through the entire formation procedure. Essentially, for the shelf company there is no incorporation procedure in the traditional sense, the one that involves the preparation of documents and the registration with the Japanese authorities as this has already been taken care of.
Investors who buy a shelf company in Japan skip the incorporation procedure and buy a legal entity that has already been registered.
Generally, when setting up a shelf company in Japan, it is a stock company. In order to open a stock company in this country, the following steps need to be taken:
- • Drafting the incorporation articles;
- • Notarizing the incorporation articles with a public notary;
- • Effectuating the capital contributions by the company incorporators and other subscribers;
- • Appointing the company directors and auditors, if there are any, upon incorporation;
- • Inspection effectuated by the company directors and auditors, if any, on the legality of the stock company formation and if the above-mentioned contributions have been achieved. Our company formation executives in Japan are able to provide further information on this subject, if necessary;
- • Registering the stock company incorporation with the Commercial Registry held by the Ministry of Justice, at the head office location. The registration application can be submitted electronically;•
- • The registration procedure is complete within approximately two weeks, provided that all of the documents are in order.
For a shelf company, these steps have already been taken care of, which means that investors will not be spending almost two weeks in the country, handling the various incorporation procedures. Moreover, when buying a ready-made company, one chooses the legal form of the business: it can be a joint-stock company or a LLC company. The differences between these have to do with the size of the business for which they will be used (the joint-stock is used for larger companies) as well as the fact that joint-stock can sell its shares its shares to the public and is subject to more complex management regulations.
In case you need assistance for opening a new business as one of the available types of companies, such as a LLC, do not hesitate to contact our incorporation experts.
Benefits of a shelf company in Japan
A shelf company in Japan offers numerous advantages, such as:
- • It saves time involving effectuating the procedure of creating a new company;
- • It presents corporate history which creates credibility for investors and clients;
- • It offers the opportunity to be able to bid for contracts. Our Japan company formation representatives can offer more details on this matter;
- • It enables an easier access to corporate credit.
The shelf company is not restricted to usage in a particular business field. It can be used by entrepreneurs who wish to open a trading business, as well as by those who wish to open a services company. However, it is important to keep in mind that the company already has its articles of incorporation drafted and the purpose of the legal entity will be specified herein. The scope of the company will be outlined according to the Japan Standard Industrial Classification.
The companies that are for sale in Japan will typically have a Japanese name, a pre-determined capital and will be based in a certain Japanese city. The price of the company for sale will differ according to its characteristics and it is natural for companies that have been incorporated for more time to have a higher purchase price.
Checking if the company is indeed sold without having been involved in any commercial activity is a key step for those who buy such a legal entity, and it is one during which our team of experts can assist you. The verification is performed using the data that is publicly available on the company and our team can also review the purchase agreement and the price, in order to make sure that you are engaging in a safe transaction.
Once you decide to buy a certain company, the only needed process is for you to complete the transfer of ownership. The company’s Articles of Association are amended and a formal document is drafted and signed by the parties.
Subsequent changes are possible once the company is purchased and these can include changing the name of the company or its registered address, as well as the shareholding structure. Once you are the company owner, you will also be able to hire employees and apply for special permits and licenses, as may be needed in the industry in which the company will activate.
Our team can provide you with information on how to implement the changes to the company details. The shelf company can have a bank account, however, if this is not the case, our team will assist you as needed.
Shelf company taxation in Japan
When purchasing a shelf company investors will need to consider the tax requirements, for example the applicable Japan consumption tax according to the types of services they provide.
The main taxes for companies are the following:
- – 23.2%: the corporate income tax rate; after local taxes, this increases to a value between 30% and 34%;
- – 20%: the usual dividend withholding ta payable to dividend payments made to residents and nonresidents;
- – 10%: the standard consumption tax rate, with two lower rates of 8% and 0%; this tax includes the national tax and the local tax combined (for the standard 10% rate the value of the national tax is 7.8% and that of the local tax is 2.2%);
- – 16.24%: the approximate highest percentage of social security contribution made by the employer in Japan
- – 78: the number of income tax treaties concluded by Japan with other jurisdictions worldwide. The OECD multilateral instrument was entered into force in 2019.
The shelf company is a locally incorporated LLC or joint-stock company, therefore, it is fully subject to the taxation and reporting rules. As far as annual filing is concerned, the company will file the final tax return and make the final tax payments in the two months following the closure of its fiscal year. In Japan, the fiscal year is a 12-month period and the business selects it when it starts its business operations. The shelf company is a corporation that has been incorporated but has not been used for trading. Our team of company formation experts in Japan can give you details on how the company will calculate the tax year once the ownership transfer is complete.
An accountant in Japan from our team can give you details about taxes and tax compliance.
If you would like to establish a shelf company in Japan, or need any company incorporation advice in this country, we kindly invite you to get in touch with our company registration professionals in Japan.