Business manager visa and establishment of a company by a foreigner in Japan

Next, I will explain a business manager visa and establishment of a company by a foreigner.

I provide legal support for foreigners’ businesses, and if you are a foreigner who intends to establish a company in Japan it is necessary for you to know some things about the process and the laws.

The following are the four patterns of consultations that are often received at my office.

・The person operated a company in his or her home country and will expand into Japan.

・The person works for a company in Japan and will start an independent company.

・A student from a foreign country will start a company after graduating.

・A foreigner living in another country likes Japan and will come to Japan and start a company.

The consultations that my office receives follow these four patterns.

The first thing that I would like foreigners to consider when creating a company in Japan is the question of whether or not it is necessary for the company president to obtain a business manager visa.

For a person who does not need a business manager visa, the amount of capital can even be 1 yen, and the company can be any kind of company. The same things can be done as when a Japanese person creates a company.

However, a foreign company president who wants to obtain a business manager visa must think about various things when establishing a company. It will be necessary to conduct company establishment procedures by giving consideration so that it will be possible to obtain a business manager visa. Of course, it will not be possible to make it a company with 1 yen as the amount of capital.

Next, I would like to explain company establishment by a foreigner in order to obtain a business manager visa.

The methods of procedures differ for a case in which a foreigner living in Japan will establish a company and a case in which a foreigner living in another country will establish a company.

Company establishment by a foreigner living in Japan is somewhat easy, and company establishment by a foreigner living in another country is somewhat of a hassle.

First, I will explain company establishment by a foreigner living in Japan. There are various types of companies, such as joint-stock companies, limited liability companies, and limited partnerships, but most people create joint-stock companies or limited liability companies. The actual expenses that a limited liability company will pay to the national government are 60,000 yen. The actual expenses for a joint-stock company will be 200,000 yen. The costs are lower for a limited liability company. The conditions for obtaining a business manager visa are the same. Below I will explain the process for establishing a joint-stock company, but the case of a limited liability company is almost the same.

First, the only document that is necessary for establishing a company is the following.

・Japan’s certificate of a seal impression (2 copies)

You can get a certificate of a seal impression from your ward office.

Now I will explain the overall process for establishing a company.

1. Creating the articles of incorporation
　　
2. Transferring the capital
　　
3. Conducting registration

It consists of these three steps.

The first thing is the articles of incorporation. This is a document that determines the company’s name, address, capital, directors, purposes of business, and settlement period.

This is first determined.

When it has been determined, you will have it notarized at a notary public.

It is fine to think about and determine the company name and the purposes of business, but the thing that can be a problem is the company’s address.

First, the company’s address must be determined.

Therefore, the company’s office must be rented.

There are two methods for doing this.

1. Rent the company’s office and register the address of that office.

2. Not rent the company’s office yet, but instead register your home or a friend’s home as the company’s address.

The first method will be smoother, but the second method is also okay.

It is possible to register the address of your home or a friend’s home as the company’s address. If you want to create a company for the meantime or you want to create a company but are having a hard time finding an office for the company, this will be fine.

It is okay to use your home or a friend’s home as the company’s address at the time of company establishment, but it will not be possible to obtain permission for a business manager visa in such a case; therefore, it will be necessary to register a change of the address before applying for a business manager visa. The company address will change after renting a company office.

The demerit at that time is that tax will be required for registration of the change of the company address. If it is a move within the same ward, it will be 30,000 yen, and if it is a move to another ward, it will be 60,000 yen. This is tax.

Are things clear thus far?

Next, in order to create the articles of incorporation, it will first be necessary to decide the following things.

1. The name of the company

The “joint-stock company” indication will come before or after the company name.
For example, Toyota Corporation or Corporation Toyota. You can freely decide whether it will come before or after the name.

2. The company’s address

The company’s address is as I explained previously.

3. The amount of capital

In order to obtain a business manager visa, please have the people who want to obtain the visa invest at least 5,000,000 yen per person. At least 5,000,000 yen per person. 6,000,000 yen or 7,000,000 yen will also be okay. It is no good if one person invests 3,000,000 yen and another person invests 2,000,000 yen, for a total of 5,000,000 yen.

People often misunderstand the concept of the capital, but it is okay to use this capital. It is okay to use the 5,000,000 yen of capital. The 5,000,000 yen is not money that is deposited to the Japanese government. The 5,000,000 yen is money for the purpose of business. Therefore, although there are sometimes people who think that the amount cannot be reduced, that is not the case.

For a company with capital less than 10,000,000 yen, consumption tax will be exempted for two years; therefore, there are many people who create a company with capital of 9,990,000 yen or less. If it is 10,000,000 yen, consumption tax will not be exempted for two years.

4. The people to be representative director and capital investor will be decided.

The representative director is the company president, but ordinarily there are many cases in which the representative director and the capital investor (the person to invest money) are the same. However, it is also possible to separate the representative director and the capital investor.

5. The term of office for directors

You can choose from between 2 to ten years.

6. The business year

This is the question of when the settlement period will be. This can be freely determined, such as from April 1 to the last date of March, or from January 1 to the last date of December.

7. Purposes of business

Various things will be written for the purposes. Business purposes will be written about what kind of business it will be. It is advisable to also write things that will not be done now but business that you plan to do in the future. The important thing is that you must obtain permission for conducting business. In order to obtain permission for conducting business in the case of something such as a restaurant, a travel agency, a personnel dispatch company, or a real estate agent, it is necessary to write the purposes.

You must make sure that the transfer is made after notarization of the articles of incorporation. Please be careful, because if the capital is transferred before the articles of incorporation are notarized, it will be invalid.

The last thing is application for registration.

You will make a registration application form and then make an application at the Legal Affairs Department by submitting the notarized articles of incorporation together with a certificate of the capital.

Registration will be completed approximately 1 week after an application is made at the Legal Affairs Bureau.

Although it will take approximately 1 week until registration is completed, the date of company establishment will be the date of application.

Please consider that it will take approximately 2 to 3 weeks from the time of starting preparation for company establishment until everything is completed.

Next, I will explain company establishment by a foreigner living in another country.

The basic principle for company establishment is that it is necessary for the representative director to be a person who has an address in Japan. Under a revision in March 2015, the law was revised to make it possible to establish a company even if the representative director’s address is not in Japan. However, there are also some problems, and in the end if the bank account is also not in Japan it will not be possible to transfer capital; therefore, it is necessary to have a cooperating person in Japan.

In the event that a student studying in Japan will create a company after graduating or a company employee will quit his or her company and create a company, I think that he or she probably has an address and a bank account in Japan; therefore, there will be no problem.

However, a foreigner who lives in another country does not have an address in Japan; therefore, he or she will not be allowed to open a bank account in Japan. If that is the case, he or she cannot proceed with company establishment on his or her own. It is also not possible to come to Japan for a short-term stay and open a bank account.

Therefore, in order for a foreigner living in another country to create a company in Japan, it will be necessary to receive cooperation from someone.

You will have an acquaintance or a friend becomes the representative director. This is not forever, but rather just in the beginning. Once a business manager visa is obtained, the representative director will change.

You will have a foreigner who has an address in Japan or a Japanese person serve as a board member for a short period for the time being, and then conduct procedures to change the representative director after you come to Japan.

The necessary documents are as follows.
One is a certificate of a seal impression from your home country. There are some countries that do not have seals, and if you are from such a country, a certificate of your signature will be necessary.
The cooperating person living in Japan can be either a foreigner or a Japanese person, but a Japanese certificate of a seal impression is necessary. Two copies of each document are necessary.

The other procedures are the same as the process explained earlier.

Next, I will explain procedures after a company is established. After company establishment has been finished without incident, an application for a business manager visa will be made, but a visa application cannot be made right away.

Various procedures are necessary even after company establishment has ended.

First, an application for a business manager visa cannot be made before company establishment. A visa application must be made after company establishment has been completed.

The process will be company establishment, then procedures after establishment (permission for operation, taxes), and then an application for a business manager visa.

・Application for permission for operation
・Procedures at the tax office
・Procedures for social insurance

First is permission for operation. Before establishing a company, you will investigate in advance whether or not it is necessary to receive permission in order to conduct business. In the event that you will conduct business that does not require permission, it will be okay to not make any kind of application.

The following are some examples of businesses that require permission.

・Restaurant business
・Recycling
・Travel agency
・Personnel dispatching
・Real estate business

・Construction business

There are also many others.

You must be sure to find out whether or not your business requires permission.
After company establishment has ended, you will apply for permission for operation.

Next, are things about taxes.

Notification related to taxes is essential. Notification will be made to the tax office.

Next, is having the company covered by social insurance.
There is employment insurance, workers’ accident compensation insurance, health insurance, and employees’ pension insurance

If you have created a company you have an obligation to be covered by social insurance. For social insurance, the company bears half and employees bear half.

Although there is an obligation under the law to be covered by social insurance, the penalties are lax and as a result, the actual situation is that many companies do not enroll in social insurance.

In order to obtain a business manager visa, at present it does not matter whether you are enrolled in social insurance or not. However, that is the situation now, and if the law changes in the future it may become necessary to be enrolled.

After this permission for operation and procedures for the tax office have been finished, it will be possible to apply for a business manager visa. Procedures for social insurance can be conducted later. Permission for operation and procedures for notification to the tax office are required before making a visa application.

Next, I will explain the conditions for obtaining a business manager visa.

A simple explanation of a business manager visa is that the legality and legitimacy of the company and its stability and continuity will be questioned, and the conditions are stricter than those for an ordinary working visa.

Therefore, procedures and document creation are harder for a business manager visa than they are for other working visas, and if a slight mistake is made it is possible that permission will not be granted.

An application for a business manager visa is made after a company is established, an office is rented, and procedures for permission for operation and the tax office are conducted; therefore, failure will result in significant losses.

It is necessary to think about the conditions for a business manager visa in a planned manner from before the company is created.

First, in the past investor/business manager visas were visas only for managers of foreign companies, but in April 2015, the law was revised so that they can be granted to the presidents and board members of Japanese companies as well.

The business can be any type of business. However, it will be necessary to have only content for which the continuity and stability of business can be proven.

In order to obtain this business manager visa there are conditions.

Conditions for a business manager visa

・An office or store has been secured in Japan in order to conduct business.
・There are at least 2 people other than the manager who live in Japan (Japanese people, permanent residents,spouses or children of Japanese nationals, spouses of children of permanent residents, or long-term residents), and it is of a scale for which it is operated by engagement by full-time employees.

The matters below will also be conditions.

・The required permission for operation has already been obtained (permission for operating a restaurant, secondhand store, other).
・The required tax-related documents have already been applied for.
・A business plan that explains the stability and continuity of the business will be created.

For a business manager visa, the ways of gathering evidentiary materials and the ways of explaining materials are extremely difficult, and it is a visa with a high level of difficulty. We recommend that you not think that you can do it yourself even if you make a mistake.

For a business manager visa, ordinarily permission can be obtained for one year at first. Permission for three years cannot be obtained at first.

How was that explanation?

Samurai Immigration Law Firm provides total support for company establishment and business manager visas, so by all means please consult us once.

Scheme when a foreign company will expand into Japan

I would like to explain the scheme for when a foreign company will expand into Japan.

The choices for a company form when a foreign company will invest in Japan and expand into Japan can be considered to be the following three forms: (1) establishing a Japanese subsidiary, (2) establishing a Japanese branch, and (3) establishing a representative office.

When establishing a Japanese subsidiary of (1), it is possible to choose a form of a “joint-stock company” or a form of a “limited liability company.”

Types of base forms

In the event that a foreign company will establish a base in Japan, it will choose one of the forms below in accordance with the content of its activities in Japan.

Types of base forms

Establishing a Japanese subsidiary（joint-stock company, limited liability company）

In the event that a Japanese subsidiary will be established, it will be possible to choose a form of a “joint-stock company” or a “limited liability company.” The differences between a joint-stock company and a limited liability company are summarized below. (There are also forms called a partnership company and a limited partnership, but these are rarely used so I will omit their explanations.)

When a joint-stock company is established in Japan, procedures will move forward according to a process like the one below.

Establishing a Japanese branch

A “Japanese branch” is the form that is chosen when business activities will be conducted in the name of the company in the home country. A Japanese branch will legally be a portion of the company in the home country; therefore, handling of accounting will be joint handling with the company in the home country, and lawsuits will also extend to the company in the home country.

For a Japanese branch, both business activities and making profits are possible. Although there is no corporate personality as a Japanese branch, it is necessary to register as a Japanese branch. In addition, there is no “capital” as a Japanese branch; therefore, there is no need for new investment. The capital of the company in the home country will become the capital, with no changes.

As for the status of residence, the head of the Japanese branch will get the status of “business manager” or “intra-company transferee,” and other employees will get the status of “engineer/specialist in humanities/international services,” or “intra-company transferee.”

Establishing a representative office

In principle, a representative office cannot conduct business activities. Because it is not possible to conduct business activities, even if a representative office is established it is not possible to make profits.

The scope of work by a representative office is limited to market research, marketing, advertising, purchasing goods, and work making contact. It does not have a corporate personality, and it does not require registration. In addition, even if you want to make a bank account, it can only be used as the representative’s personal account.

It is possible for the representative to obtain a status of residence (visa). After the representative comes to Japan for a “short-term stay,” he or she will ensure an office and purchase office equipment, and if the substance accompanies it, it will become possible to obtain a status of residence of “intra-company transferee” or “engineer/specialist in humanities/international services.”

If you want to establish a representative office, please follow procedures according to the process below.

1. Rent a representative office

2. Make an application for certification of eligibility of status of residence at the Immigration Bureau.

3. After you are granted permission, have a visa issued by the Japanese Embassy in your home country.

4. Enter Japan.

5. Open a personal bank account.

6. Make notification to places such as the tax office, the labor standards inspection office, and Hello Work, as necessary.

Establishing a representative office

In order to establish a company in Japan and conduct activities as a company president, it is necessary to obtain a “business manager visa.” In addition to the representative director, a “business manager visa” is also subject to acquisition by foreigners who will conduct work related to the management of the business, such as directors, branch managers, and heads of factories.

The conditions below are necessary in order to obtain a “business manager visa.” In Japan, in recent years the Companies Act has been revised, and the system for a minimum amount of capital when establishing a company was eliminated. Therefore, it is substantively possible to create a company with even 1 yen, but caution is necessary because that will not fulfill the condition for a “business manager visa.”

Is it possible to use my home for the company address?

I am sometimes asked whether it is okay to register a home address as a company address because the person does not have funds to rent an office or is having trouble finding an office. In the event that a home has been registered as the location of a headquarters, it will be necessary to change the location of the headquarters to the address of the office or the store before applying for a business manager visa, and then apply for a visa.

The fee for registering a change of headquarters costs 30,000 yen if it is in the same jurisdiction of the Legal Affairs Bureau, and if it is in a different area of jurisdiction of the Legal Affairs Bureau, there will be a registration license tax of 60,000 yen. As you can see, the address is also important for obtaining a business manager visa, so you should make plans so as not to revise or change it if possible.

However, in the event that it will take a long time from the date of company establishment until application for an investor/business manager visa, I think that it is also okay to temporarily use your home as the company address in order to save on rent for an office.
An application for a business manager visa is complicated. Because there are many various expenditures, if you make a mistake in procedures unnecessary expenditures will also arise. Please try to obtain a business manager visa while keeping expenditures to a minimum.

Changing from a working visa to a business manager visa

I would like to explain the process for a foreigner who is working as a company employee in Japan to start a company and obtain a business manager visa.

In order to apply to change from a working visa to a business manager visa, it is basically necessary to apply after you are in a state in which it is actually possible to conduct business.

The first thing to do is establish a company.

After company establishment, various notifications to the tax office will be made.

In addition, in the case of business that requires permission for operation, it will be necessary to obtain permission for operation. Examples include restaurant business and real estate business.

There are also other businesses that require permission. In relation to obtaining a business manager visa, it is not essential to be covered by social insurance.

The procedures up to this point will be conducted under the currently held working visa. It is not possible to apply for a business manager visa unless all of the procedures have been completed, so please conduct them in a planned manner and smoothly obtain a business manager visa.

About hiring two employees

I am sometimes asked by people who are thinking about establishing a company in Japan if it is absolutely necessary to hire at least two employees, but it is possible to obtain a business manager visa even if at least two employees are not hired.

Although the requirement for obtaining a business manager visa is “business of a scale of hiring at least two employees,” if investment of at least 5,000,000 is made there will be no problem even if at least two employees are not hired. If investment of at least 5,000,000 yen is made, it will be deemed that it is a company of a scale of hiring at least two employees.

Accordingly, it will be possible for one company president to obtain a business manager visa without actually hiring even one employee.

Changing from a skilled labor visa (cook) to a business manager visa

In the event that you are currently working as a cook in a foreign food restaurant and you want to leave and independently operate a foreign food restaurant yourself, it will be necessary to change from a skilled labor visa to a business manager visa.

In order to obtain an investor/business manager visa, if you establish a company, invest at least 5,000,000 yen as capital and create a company, rent a shop, and obtain permission to operate a restaurant, you will fulfill the requirements for obtaining a business manager visa.

Other than renting a shop yourself, it will also be possible if you purchase a foreign food restaurant from another party. In addition, although it depends on the scale of the restaurant, it is also possible to bring approximately 1 to 2 cooks to Japan from another country in the beginning.

Changing from a student visa to a business manager visa

I think that there are many foreign university or graduate school students who want to create a company and conduct business themselves after graduating. It is possible for a foreign student to obtain a business manager visa soon after graduating, without being hired.

If you are a foreign student, please begin preparations in a planned manner because I think that you will usually graduate in March and your student visa will end in April or May. The thing that you must do before applying for a business manager visa is establish a company. The thing that must be paid attention to for a foreign student is the source of capital.

Basically, in order to obtain an investor/business manager visa a company with capital of 5,000,000 yen will be created, but it will be necessary to prove how you prepared 5,000,000 yen. A student visa is a status of residence for which it is not possible to work. Money that was saved by obtaining permission to engage in activities other than those permitted by the status of residence and working a part-time job will not be allowed as capital.

Therefore, in reality there are many cases in which people receive aid for capital from people such as their parents. Because there are many preparations that must be made, such as the process of sending money and gathering materials, it will go smoothly if you consult our firm 3 months before graduating.

Is it possible to drop out of university or vocational school and change to a business manager visa?

For the requirements for permission for a business manager visa, there is no condition of graduation from university or vocational school; therefore, it is possible to obtain it even if you drop out. If the requirements are fulfilled, it is possible to obtain it even if you are a high school graduate.

An academic background is not necessary for obtaining a business manager visa. If you make an application by properly preparing the investment amount (capital) and the means of obtaining the capital, ensuring an office, and creating a business plan (including calculation of profits and losses), it should be possible to obtain a business manager visa. However, it will be necessary to be careful to sufficiently explain why you dropped out to start a company instead of graduating and then starting a company, because it was expected that you came to Japan to study.

Changing from a dependent visa to a business manager visa

Foreigners with a dependent status of residence often create companies and start conducting business. In order to create your own company and operate it, it will be necessary to change to a “business manager” status of residence. It is not possible to operate a company while still on a dependent visa.

If you commission our office, it is unconceivable that investment and operation will not receive permission, but even in the event that permission is not granted for changing from a dependent to a business manager, as long as the dependent person has not divorced his or her spouse he or she can stay in Japan as a dependent.