Starting a Company in Japan as a Foreigner: Incorporation and the Business Manager Visa

A foreign national who does not hold a status such as Permanent Resident or Spouse or Child of Japanese National must obtain the status of residence “Business Manager” (commonly called a “visa”) to set up and run a company in Japan, in parallel with incorporating the company.

The Business Manager application asks for documents on the office in Japan, the company’s certificate of registered matters (or its articles of incorporation if registration is not yet complete), the amount of capital, and a full-time staff member. The basic order is therefore to secure an office and incorporate the company first, and then apply.

Which Status of Residence Lets You Run a Company in Japan

Whether you can run a company in Japan depends on the status of residence you hold now.

Permanent Resident, Spouse or Child of Japanese National, Spouse or Child of Permanent Resident, and Long-Term Resident are the statuses in Appended Table 2 of the Immigration Control and Refugee Recognition Act (ICRRA), and they carry no restriction on activities. Holders of these statuses can set up and run a company without changing status. The same applies to special permanent residents.

Holders of Appended Table 1 statuses, such as Engineer/Specialist in Humanities/International Services, Student, and Dependent, may not run a business involving income outside the activities of their status, except within the scope of a permission to engage in activity outside the status of residence (ICRRA Article 19, paragraphs 1 and 2). To set up a company and manage it, you will need to change to the Business Manager status. Our article on types of status of residence gives the overall picture.

The Business Manager activity is operating a trade or other business in Japan, or engaging in the management of such a business (ICRRA Appended Table 1 (2)). Operating or managing a business that by law requires a legal or accounting qualification, such as that of a lawyer or certified public accountant, is excluded. The period of stay is five years, three years, one year, six months, four months, or three months (Immigration Services Agency of Japan (ISA), “Business Manager”).

Highly Skilled Professional (i)(c) and Highly Skilled Professional (ii) also allow business management, but Highly Skilled Professional (i)(c) based on Business Manager activities presupposes that the Business Manager criteria are met. This article focuses on the Business Manager status.

The Order: Incorporation First, Then the Visa Application

Because the Business Manager application requires documents on the office and the company, you prepare the business plan, the office, and the company before you apply.

The landing criteria (the Ministerial Ordinance on Criteria for Landing Permission, LCMJO) require that a business office for the business exists in Japan and, where the business has not yet started, that facilities to be used as the business office have been secured in Japan. The office must be secured before you apply.

The ISA’s list of documents for a Certificate of Eligibility (COE) application (Categories 3 and 4) includes the following. A newly established company that has not filed the previous year’s summary of statutory records on withholding tax falls under Category 4 unless it qualifies for Category 1 or 2.

Document	Content
Business content	Copy of the company’s certificate of registered matters (if registration is not complete, a copy of the articles of incorporation or another document showing that the company is about to start the business), etc.
Office facilities	Real estate registry transcript, lease agreement, etc.
Business scale	Wage payment documents and the residence record of a full-time staff member, a balance sheet, the certificate of registered matters, etc.
Business plan	Copy of a business plan evaluated by a person with specialized knowledge of business management
Licenses	Documents showing that the licenses needed for the business have been obtained
Japanese ability and career	Test certificates, degree certificates, employment certificates, etc.

From this list, the preparation generally runs in this order:

1. Draw up the business plan: The plan you submit must be reviewed by a person with specialized knowledge of business management. The ISA states that, as of the date the reform took effect (October 16, 2025), this means a shindanshi (SME management consultant), a certified public accountant, or a certified tax accountant, and that it will announce any change on its website
2. Secure the office: Using your home as the business office is, as a rule, not accepted (ISA, “Revision of the Permission Criteria for Business Manager” (in Japanese); “the reform guidelines” below)
3. Incorporate the company: The amount of capital is confirmed from the certificate of registered matters and similar documents. How it is counted is explained below under “How the JPY 30 Million Is Counted”
4. Arrange the full-time staff member, licenses, and so on: If a license can only be obtained after the Business Manager permission is granted, you submit a document explaining why (ISA, “Revision of the Landing Criteria for Business Manager”, Q&A Question 28; “the reform Q&A” below)
5. Apply for the status of residence: an application for a COE if you are overseas, or an application for permission to change status of residence if you are already in Japan

Even if the first fiscal year has not ended, you prepare and submit a balance sheet as of incorporation or any later date (the reform Q&A, Question 6).

The criteria in force since the reform of October 16, 2025 (at least JPY 30 million in capital, at least one full-time staff member, Japanese ability, career, and an expert-reviewed business plan), and the treatment of people already in Japan before the reform, are covered in our article on the Business Manager visa reform.

How to Incorporate a Company

A company comes into existence when its incorporation is registered at the location of its head office (Companies Act Articles 49 and 579). For foreign founders, the basic procedure is the same as for Japanese founders.

The steps for incorporating a kabushiki kaisha (K.K.) by promoters are summarized on the Ministry of Justice page on K.K. incorporation by promoters (in Japanese).

1. The incorporators prepare the articles of incorporation (Companies Act Article 26, paragraph 1)
2. A notary public authenticates the articles (Article 30, paragraph 1)
3. The full amount of the contribution is paid in at the place handling payments of a bank designated by the incorporators (Article 34)
4. The incorporation is registered with the Legal Affairs Bureau that has jurisdiction over the head office

Kabushiki Kaisha and Godo Kaisha

For the Business Manager capital criterion, a K.K. is assessed by its paid-in capital (stated capital), and a godo kaisha (G.K.) by the total amount of contributions. You can apply for Business Manager with either form.

Item	Kabushiki Kaisha (K.K.)	Godo Kaisha (G.K.)
Notarial authentication of the articles	Required (Article 30, paragraph 1)	No authentication procedure
Payment of contributions	Paid in at the place handling payments of a bank designated by the incorporators (Article 34, paragraph 2)	Paid or delivered in full after the articles are prepared and before the incorporation is registered (Article 578)
Organs	At least one director. A board of directors may be established under the articles (Article 326)	Members execute the business unless the articles provide otherwise (Article 590)

The required contents of a K.K.’s articles of incorporation (business purpose, trade name, head office location, the value of property contributed at incorporation, and so on) are set out in Companies Act Article 27. If your business needs a license, it helps to check how the business purpose should be worded for the license application.

If You Live Overseas

You can register the incorporation of a K.K. in Japan even if all of its representative directors live overseas, and they do not need to be Japanese nationals (Ministry of Justice, “Procedures of commercial and corporation registration for foreign nationals and expatriates”; Notice No. 29 of March 16, 2015).

The same page sets out the following points relevant to founders who live overseas.

• Bank for the payment: The institutions that can handle the payment include Japanese banks’ head and branch offices in Japan, Japanese branches of foreign banks, and overseas branches of Japanese banks. Locally incorporated subsidiaries established under foreign law are not included
• Account holder: The account receiving the payment must be in the name of an incorporator or a director at incorporation. If a director’s account is used, a letter of attorney delegating the authority to receive the payment from an incorporator is attached
• When everyone lives overseas: Only where none of the incorporators and directors at incorporation has an address in Japan, an account of a third party (including a corporation) is also accepted, with a letter of attorney
• Amounts in a foreign currency deposit: If the amount is stated as a foreign currency deposit, the document certifying the amount paid to the payment handling institution (prepared by the representative director at incorporation) must state the exchange rate on the payment date and the yen amount converted at that rate
• Signature certificate: A foreign national’s signature certificate attached to a registration application (a certificate by the authorities of the home country that the signature is the person’s own) may be issued by home-country authorities, such as an embassy, located in the country of residence. Where there are compelling reasons why such a certificate cannot be obtained, a certificate by the authorities or a notary of the country of residence, or by a Japanese notary, may be allowed

Official Costs of Incorporation

Registering an incorporation incurs registration and license tax, calculated on the amount of capital for both a K.K. and a G.K. (with a minimum amount). The rates and minimums are on the National Tax Agency’s registration and license tax table (in Japanese).

Authenticating a K.K.’s articles incurs a notary fee, which is set according to the amount of capital by Article 35 of the Notary Fee Ordinance. The fee, and the treatment of certified copies and revenue stamps, are summarized on the Japan National Notaries Association’s page on authentication of articles of incorporation (in Japanese).

You will also have costs such as office rent, fees for professionals such as judicial scriveners, and the cost of having the business plan reviewed. For specific tax and accounting decisions, please consult a certified tax accountant or another professional.

How the JPY 30 Million Is Counted

For a company, the JPY 30 million in the Business Manager criteria means a K.K.’s stated capital or a G.K.’s total contributions. Depending on how the company is set up, paying in the same amount may not meet the criterion.

The reform Q&A states:

• Confirmed from the certificate of registered matters (Question 5): For a company, the ISA checks a K.K.’s stated capital or the total contributions of a G.K. or similar company
• Capital reserves are not included (Question 7): Capital reserves, capital surplus, and retained earnings are not included in the total value of property used for the business
• Salaries and office costs cannot be added (Question 8): A company is assessed by its stated capital or total contributions, so employee salaries, office running costs, and similar amounts cannot be added
• Several companies cannot be combined (Question 11): If you manage several companies, at least one of them must have capital of JPY 30 million or more

A K.K. may choose not to record up to one half of the amount paid in as stated capital and record it instead as a capital reserve (Companies Act Article 445, paragraphs 2 and 3). The part recorded as a capital reserve does not count toward the JPY 30 million, so decide the amount of stated capital before the articles are prepared.

Who Files the Application (Overseas or in Japan)

If you are overseas, you apply for a COE; if you already reside in Japan, you apply for permission to change status of residence. Only certain people can file a COE application.

A COE application can be filed by the following (ISA, “Application for Certificate of Eligibility”):

• The applicant
• A representative specified by Ministry of Justice ordinance. For Business Manager, this is an employee of the Japanese office of the business the applicant will manage or, when a new office is being set up in Japan, a person entrusted with setting up that office (or an employee of that person if it is a corporation) (ICRRA Enforcement Regulation Appended Table 4)
• A filing agent such as a lawyer or gyoseishoshi (a licensed specialist in Japanese government procedures, including visas) who has notified the Director General of the Regional Immigration Services Bureau, but only where the applicant or the representative is staying in Japan

If you are preparing from overseas without a partner in Japan, whether someone can be entrusted with setting up the office affects how you can apply.

The LCMJO also requires that the applicant intends to reside in Japan when managing the business (Business Manager, item 3).

Changing status from within Japan is explained in our article on changing your status of residence, and the COE procedure as a whole in our article on the Certificate of Eligibility.

Processing Time and Fees

The average time regional immigration services bureaus nationwide took to process applications is published monthly by status and procedure as processing times for residence applications. The time needed to incorporate depends on factors such as whether documents must be obtained from abroad, the office lease, and the procedures at the notary office and the Legal Affairs Bureau.

The fee payable when a change of status is granted is shown on the ISA’s fee page.

The Startup Visa Option

If you have no partner in Japan, you can also use the Startup Visa (Program to Promote Startup Businesses by Foreign Nationals) to prepare a business in Japan for up to two years under the Designated Activities status.

Under the Startup Visa, a local government or private business operator approved by the Minister of Economy, Trade and Industry confirms your Startup Preparation Activity Plan. During the preparation period, you put the office and business-scale requirements in place and then change to Business Manager. If your confirmation certificate was issued on or after October 16, 2025, the post-reform criteria apply when you change to Business Manager (the reform guidelines, “Points to Note on Enforcement,” item 3).

The requirements and the Tokyo process are explained in our Startup Visa guide.

Procedures After Incorporation

After incorporation, you will need to file notifications with the tax office, the prefecture, and the municipality, and complete social insurance and labor insurance procedures. What to file and by when depends on the business and its size, so please consult a certified tax accountant, a labor and social security attorney (shakaihokenromushi), or another professional.

When a Business Manager holder extends the period of stay, the ISA checks the status of labor and social insurance coverage and the payment of national and local taxes (the reform guidelines, “Handling of Applications,” item 5). The filings and enrolments after incorporation therefore also matter for the extension review.

If a person living overseas (a “foreign investor” under the Foreign Exchange and Foreign Trade Act) invests in a newly established company, prior notification or a post-investment report under the Act may be required, depending on factors such as the investor’s nationality and country of location, the company’s business sector, and the investment ratio. Where the foreign investor is a non-resident, the notification or report is filed through the Bank of Japan by an agent who is a resident (Bank of Japan, “Foreign Exchange Act Q&A (Inward Direct Investment and Specified Acquisition)” (in Japanese)).

How We Can Help

AEGIS International Administrative Firm supports you from before incorporation through the Business Manager application, from the perspective of your status of residence.

• Status review: We check whether you can run a business under your current status, and whether Business Manager or the Startup Visa suits you better
• Pre-incorporation check: Before you incorporate, we check whether the planned capital, office, business purpose, and full-time staff member fit the Business Manager criteria
• Business plan support: Through our coordination with shindanshi, certified public accountants, and certified tax accountants, we support the preparation of the business plan to be reviewed
• Preparing and filing applications: We prepare the documents for a COE application or a change of status application, and our representative, as a registered immigration specialist (certified by the Immigration Services Agency to file visa applications on behalf of clients), files them (filing on your behalf is possible only when you or your representative is staying in Japan)
• Working with other professionals: Registering the incorporation is the work of judicial scriveners, tax filings that of certified tax accountants, and social insurance procedures that of labor and social security attorneys. Where needed, we coordinate with each of them

Planning the incorporation with the residence criteria in mind helps avoid having to redo steps. Please feel free to contact us, even before you incorporate.

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This article provides general information and is not legal advice on any individual case.