Best New Business Formation Lawyers in Shizuoka

About New Business Formation Law in Shizuoka, Japan

Starting a business in Shizuoka follows Japan's national company and commercial laws together with prefectural and municipal regulations. Key national frameworks include the Companies Act, Commercial Code related rules, tax law, labor and social insurance statutes, and sector-specific licensing law. At the local level, Shizuoka prefecture and city governments administer business support, permits, zoning and public health supervision for certain activities. Incorporation and corporate registration are handled through the Legal Affairs Bureau office with jurisdiction over the companys registered address. Whether you form a kabushiki kaisha - KK - (stock company), a godo kaisha - GK - (limited liability company), or operate as a sole proprietorship, legal steps are required to register, comply with tax and labor obligations, and obtain any industry permits.

Why You May Need a Lawyer

A lawyer can help you avoid costly mistakes and ensure compliance when forming a new business. Common situations where legal assistance is advisable include:

- Choosing the right business entity and drafting Articles of Incorporation and internal rules that match your commercial and governance goals.

- Preparing investor agreements, founder agreements, stock subscription agreements and protecting minority and founder rights.

- Navigating foreign investment issues, residency and business-manager visa requirements, and structuring operations for non-Japanese founders.

- Securing industry-specific licenses and permits such as food hygiene notifications, construction business permits, medical or childcare approvals, or environmental authorizations.

- Drafting customer contracts, supplier agreements, employment agreements, and non-disclosure or intellectual property assignments.

- Handling disputes among founders, contract disputes, employment claims, debt collection or litigation.

- Coordinating tax, labor, and social insurance compliance with accountants and specialist advisors.

Local Laws Overview

This overview highlights local legal matters in Shizuoka that often affect new businesses:

- Company Registration and Legal Affairs Bureau - Incorporation applications, registration of the head office, representative directors and articles of incorporation are filed with the Legal Affairs Bureau branch that covers Shizuoka. Accurate registration determines jurisdiction for litigation and administrative filings.

- Prefectural and Municipal Permits - Certain business activities require notification or permits from prefectural or municipal authorities. Examples include food and beverage establishments, beauty salons, construction contractors, childcare facilities and waste disposal. Local public health centers and prefectural commerce departments handle many of these approvals.

- Zoning and Building Codes - Local zoning rules and building safety standards influence where you can operate and how premises must be equipped. Signage, parking, and noise restrictions are often set by city-level regulations.

- Labor, Social Insurance and Employment Rules - Employment relationships in Shizuoka are subject to national labor law, but minimum wage and some employment support programs are set at prefectural level. Employers must register with the tax office, enroll eligible employees in health insurance, pension, employment insurance and workers compensation insurance, and follow the Labor Standards Act regarding working hours, contracts and termination.

- Local Taxes and Incentives - Businesses pay national and local taxes. Shizuoka prefecture and municipal governments may offer local incentives, subsidies or low-interest loans to encourage startups, investment or regional revitalization. Eligibility and application procedures vary by program.

- Consumer and Safety Regulations - If your enterprise interacts directly with consumers, you must follow consumer protection rules and safety standards enforced by prefectural consumer affairs offices and public health authorities.

Frequently Asked Questions

What company forms are commonly used in Japan and which suits small startups?

The most common forms are kabushiki kaisha - KK - (stock company) and godo kaisha - GK - (limited liability company). GK is often quicker and simpler to form with more flexible governance, making it attractive for small startups. KK has a more familiar corporate image with clearer rules for raising capital and issuing shares, which can help with investor confidence. Choice depends on capital, governance, investor plans and tax considerations.

Do I need a notary to incorporate a company in Shizuoka?

For a kabushiki kaisha - KK - the Articles of Incorporation must be notarized by a notary public. For a godo kaisha - GK - notarization is not required. All incorporations must then be registered at the Legal Affairs Bureau.

Where do I register my company and obtain a corporate number?

You register at the Legal Affairs Bureau office that has jurisdiction over your companys registered office address in Shizuoka. After successful registration, a corporate number is issued by the national authorities for tax and administrative purposes.

What local permits might I need in Shizuoka?

Permits depend on your business activity. Common examples include food service and restaurant hygiene notifications to the public health center, construction business licenses for building contractors, and childcare or nursing-home approvals for care services. Check with the prefectural commerce or health office and the municipal office where your business will operate.

How long does the incorporation process usually take?

Timelines vary by company form and preparedness. A GK can often be registered in a few days to a few weeks after documents are prepared and fees paid. A KK may take longer due to notarization and more formal steps. Bank account opening and license approvals can add additional weeks.

What initial costs should I expect to form a company?

Costs include registration and license taxes, notary fees for KK, registration agent or lawyer fees if you use one, and practical startup costs such as office deposits. Registration-tax minimums apply and other costs vary by complexity. Ask an advisor for a tailored estimate.

Can a foreign national form a company in Shizuoka?

Yes. Foreign nationals can establish companies in Japan. Practical issues include securing a local address for registration, opening a bank account, and if the foreigner intends to manage the business in Japan, obtaining an appropriate status of residence such as a business manager visa. Legal and immigration advice is strongly recommended.

What employment obligations do I have when I hire staff?

Employers must comply with labor law requirements including written employment contracts in Japanese or with a Japanese-language summary, payment of wages, social insurance enrollment, withholding of income tax, workplace safety, and observance of working hour and overtime rules. Certain notifications to labor and health authorities are required at hiring.

How can I protect intellectual property for my new business?

Protection options include trademarks for brands, patents for inventions, and copyright for original works. Confidential information should be protected by well-drafted non-disclosure agreements and employment IP assignments. Legal counsel can help identify the right mix of protections and prepare filings or contracts.

When should I hire a lawyer rather than handling things myself?

Consider a lawyer when matters involve investor or shareholder rights, complex licensing, foreign ownership arrangements, dispute risk, or when you need contracts that precisely allocate risk. Lawyers and judicial scriveners or administrative specialists can also streamline registration and complex filing procedures, saving time and preventing errors.

Additional Resources

Useful organizations and offices to contact or research locally include:

- Legal Affairs Bureau office with jurisdiction over Shizuoka for company registration and corporate records.

- Shizuoka Prefectural Government - commerce and industry, and health departments for permits, licenses and local business support programs.

- The municipal office or city hall where your business will be located for zoning, signage and local tax registration.

- Shizuoka Chamber of Commerce and Industry and local business associations for networking, advice and support.

- Public Health Center for food-related business notifications and inspections.

- National Tax Agency and the local tax office for corporate tax registrations and consumption tax matters.

- "Hello Work" employment office for hiring support and subsidies.

- JETRO and local international support centers for foreign investors seeking information on doing business in Japan.

- Professional advisors: bengoshi - attorneys - for legal advice, gyoseishoshi - administrative scriveners - and司法書士 - judicial scriveners - for registration filings, and certified public accountants or tax accountants for tax structuring and filings.

Next Steps

If you need legal assistance for new business formation in Shizuoka, consider the following practical steps:

- Prepare a clear summary of your business idea, planned activities, intended legal structure and timetable. Include details such as planned head office address, number of founders, and whether foreign nationals are involved.

- Gather key documents: identification for founders, proof of address for the registered office, draft Articles of Incorporation, and any draft contracts or investor term sheets.

- Search for and contact lawyers or firms with experience in corporate law, commercial contracts and the specific regulatory area relevant to your business. Ask about Japanese language capability if you are a non-Japanese speaker.

- Arrange an initial consultation to discuss scope, fees and timeline. Ask about experience with local Shizuoka procedures and with foreign clients if relevant.

- Agree on a scope of engagement and fee arrangement in writing. Clarify who will coordinate with accountants, judicial scriveners and administrative offices.

- Follow through on registrations and filings in a coordinated order - secure premises and business permits first if they are preconditions to licensing, complete incorporation and tax registrations, then set up payroll and social insurance registrations before hiring staff.

- Keep clear records and maintain ongoing compliance with filing deadlines, tax payments and employment obligations. Schedule periodic reviews with your lawyer and accountant to stay aligned as your company grows.

If you are unsure where to start, a short initial consultation with a local corporate lawyer or the Shizuoka prefectural business support center can provide a practical checklist tailored to your business concept and reduce the risk of costly delays.