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About Business Registration Law in Shizuoka, Japan

Business registration in Japan is primarily governed by national law - notably the Companies Act and related commercial registration rules - but the practical procedures are handled locally through the Legal Affairs Bureau and local government offices. In Shizuoka Prefecture you will work with the Shizuoka Legal Affairs Bureau or one of its branch offices to register a new company or make changes to an existing business. Registration creates an official record of a companys existence, its representative, its registered office, and other core facts that affect third parties, creditors, customers, and regulatory authorities.

Common business structures include sole proprietorships, partnerships, kabushiki kaisha (KK - joint-stock companies), and godo kaisha (GK - company with limited liability similar to an LLC). Each structure has specific registration procedures, documentation requirements, and ongoing compliance obligations. Certain industries require additional local or prefectural permits from Shizuoka city offices or the Shizuoka Prefectural Government before you can operate legally.

Why You May Need a Lawyer

Many business starters in Shizuoka manage routine company registration using judicial scriveners or accountants, but there are clear situations where legal counsel is highly advisable:

- Complex ownership arrangements or multiple investors where a shareholder agreement, investment terms, or cross-border issues must be drafted and negotiated.

- Corporate governance design, director duties, and liability allocation to reduce legal risk.

- Transactions that require careful legal structuring - for example asset transfers, mergers, acquisitions, or buying into an existing Japanese company.

- Disputes among founders, or litigation risk that could affect registration details or corporate actions.

- Industry-specific regulatory requirements - when licenses or permits are contested or require legal argument before prefectural or municipal authorities.

- Immigration and employment law issues when foreign owners or employees need business visas or complex employment contracts.

- Cross-border compliance including foreign direct investment filings, tax treaties and treaty interpretation, or intellectual property protection strategy tied to registration and business name usage.

For straightforward filings such as standard incorporation with uncomplicated ownership, many founders use a judicial scrivener for registration paperwork. If your situation involves legal uncertainty, a lawyer will provide broader legal advice and representation.

Local Laws Overview

While company formation is covered by national legislation, local laws and administrative rules in Shizuoka influence how you operate after registration:

- Commercial Registration Process - filings are made at the Shizuoka Legal Affairs Bureau. The bureau maintains the commercial registry and accepts applications for incorporation, changes to directors, capital increases, and dissolutions.

- Permits and Licenses - specific business activities require permits from prefectural or municipal authorities. Examples include food hygiene permits from city health centers, construction business licenses from prefectural offices, environmental permits for waste handling, and retail or signage approvals from city planning divisions.

- Local Taxes and Notification Requirements - after registration you must register with the local tax office and Shizuoka Prefecture or municipal tax offices for corporate tax, enterprise tax, and consumption tax filings. Local business office notifications and fixed asset tax registrations may also apply.

- Labor, Social Insurance and Employment Rules - registration as an employer with social insurance, the pension system, and labor-related offices is required when you hire staff. Shizuoka Labor Standards Inspection Office and social insurance agencies have local procedures.

- Zoning and Land Use - your registered office and business premises may be subject to municipal zoning and building regulations enforced by city planning and construction departments in Shizuoka cities and towns.

- Industry Specific Rules - agriculture, fisheries, tourism, manufacturing and other sectors may be regulated by prefectural ministries or local associations with additional registration or inspection requirements.

Frequently Asked Questions

How do I register a company in Shizuoka?

To register you choose a business form, prepare required documents such as articles of incorporation, identify directors and the registered office address, and submit the application to the Shizuoka Legal Affairs Bureau. You may need notarization of the articles for a kabushiki kaisha. You must pay registration fees and complete additional local registrations for tax and social insurance after the company is created.

What is the difference between a kabushiki kaisha (KK) and a godo kaisha (GK)?

KK is a joint-stock company commonly used for larger or investor-backed businesses; it generally requires notarized articles of incorporation. GK is a flexible limited liability company similar to an LLC and is usually simpler and cheaper to form, without the same notarization requirement. Governance, investor expectations, and tax planning differ between the two forms.

Can a foreigner start a company in Shizuoka?

Yes. Foreign nationals can establish companies in Japan. You will normally need a Japanese registered office address and a representative who may be a foreign national. Certain post-registration tasks such as opening a bank account and obtaining visas for foreign employees can be more complex and may require additional documentation or local assistance.

Do I need a company seal - and can I use a signature instead?

In Japan a company seal - hanko - is widely used for formal documents and bank procedures, and many banks and suppliers expect it. Some transactions accept signatures, and electronic signatures are becoming more common, but having a registered seal (inkan) remains practical for dealing with local institutions.

How long does the registration process take?

The timeline varies. Preparing documents can take days to weeks depending on complexity. Once filed, the Legal Affairs Bureau typically completes registration within a few business days, but timeframes extend if notarization, permits or capital verification are required. Allow extra time for local permits or bank procedures.

What are the main documents I will need to prepare?

Typical documents include articles of incorporation, director and shareholder details, proof of the registered office address, personal identification for founders, capital deposit evidence where required, and a company seal certificate if applicable. Specific industries will require additional permits and certifications.

How much does registration cost in Shizuoka?

Costs include registration fees charged by the Legal Affairs Bureau, notary fees when applicable, professional fees for judicial scriveners, accountants or lawyers, and any license or permit fees. Exact amounts depend on company type, capital, and services used. Consult the bureau or a specialist for current charges.

Can I register remotely or online?

Japan has systems for online filings, and some procedures can be completed electronically. However, certain steps - such as notarization of documents or opening a bank account - may require in-person actions or certified signatures. Using a judicial scrivener or local service provider can ease remote registration.

Do I need a lawyer or can a judicial scrivener handle registration?

Judicial scriveners handle the preparation and filing of commercial registration documents and are commonly used for incorporations. Lawyers provide broader legal advice, draft complex contracts, handle disputes and represent clients in court. Use a judicial scrivener for routine filings and consult a lawyer when legal strategy, disputes, cross-border issues or complex contracts are involved.

What should I do after company registration?

Post-registration actions include opening a corporate bank account, registering for national and local taxes, enrolling employees in social insurance and pension systems if applicable, obtaining any industry-specific permits, setting up accounting and payroll, and posting required company notifications publicly as required by law.

Additional Resources

Consider contacting or researching the following local and national organizations for practical information and support:

- Shizuoka Legal Affairs Bureau and its branch offices - for commercial registration procedures and forms.

- Shizuoka Prefectural Government and municipal city offices - for permits, zoning, and local regulation details.

- Shizuoka Tax Office - for corporate tax and consumption tax registration guidance.

- Local Labor Standards Inspection Office and social insurance agencies - for employer registration and labor compliance.

- Shizuoka Chamber of Commerce and Industry and local Small and Medium Enterprise support centers - for business startup advice, seminars and local networks.

- Judicial Scrivener associations - for help with registration filings and document preparation.

- Shizuoka Bar Association or local lawyers - for legal advice, disputes, and complex transactional work.

- Japan External Trade Organization and prefectural foreign investment assistance services - for foreign entrepreneurs seeking local support.

Next Steps

1. Decide your preferred business structure after weighing liability, governance and tax implications. If unsure, consult an accountant or lawyer for an initial evaluation.

2. Gather the necessary documents - identification, proof of office address, and draft articles of incorporation. Prepare evidence of paid-in capital if required.

3. Contact a judicial scrivener for routine registration filings or a lawyer if you have complex partnership, investment, employment or regulatory issues.

4. Schedule any required notarizations and prepare for local permit applications if your business is regulated.

5. After registration, complete post-registration steps: open a bank account, register with tax and social insurance authorities, and implement accounting and compliance processes.

If you need legal assistance, request an initial consultation with a lawyer who has experience in corporate law and business registration in Shizuoka. Ask about their experience with prefectural permits, foreign investment, and their fee structure. Obtain written engagement terms before proceeding to ensure the scope of work and costs are clear.

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Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation. We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.