Introduction
Opening a Japan Branch (日本支店 / Nihon Shiten) is the most straightforward way for foreign companies to establish commercial operations in Japan without creating a separate legal entity. This guide covers the complete registration process, required documents, costs, and post-registration compliance for establishing a foreign company branch office (外国会社の営業所 / Gaikoku Kaisha no Eigyousho) in 2026.
This is part of our series offering valuable tips on incorporating a business in Japan. To learn more about setting up your company and achieving your dreams, check out our Incorporation service page.
What Documents Do You Need to Open a Japan Branch?
Opening a Japan Branch requires documentation from both the foreign head office and the appointed Japan representative. Here is a complete checklist organized by stage:
| Stage | Document | Source | Notes |
| 1. Head Office Documentation | Certificate of Incorporation or Commercial Registry | Home country registrar | Must be officially certified |
| Articles of Incorporation (定款 / Teikan) | Head office | Japanese translation required | |
| Board Resolution approving Japan Branch establishment | Head office | Authorizes branch setup and representative appointment | |
| 2. Japan Representative | Power of Attorney for Japan Representative | Head office CEO | Authorizes representative to act on behalf of company |
| Appointment Letter for Japan Representative | Head office | Names the individual(s) representing the company in Japan | |
| Seal Certificate or Signature Certificate of Head Office Representative | Home country notary/embassy | Verifies authority of signatory | |
| 3. Notarization | Affidavit (宣誓供述書 / Sensei Kyojutsusho) | Notary in home country or Japanese embassy/consulate | Sworn statement covering all registration matters |
| 4. Japan Representative Documents | Residence Card (在留カード) or passport copy | Japan representative | At least one representative must reside in Japan |
| Personal seal certificate (印鑑証明書) | Municipal office in Japan | Issued within 3 months | |
| 5. Office Address | Lease agreement or property ownership proof | Landlord/owner | Physical office address in Japan |
| 6. Company Seals | Representative Seal (代表印 / Daihyoin) | Seal shop in Japan | To be registered with Legal Affairs Bureau |
| Bank Seal (銀行印 / Ginkoin) | Seal shop in Japan | For banking transactions | |
| Company Seal (角印 / Kakuin) | Seal shop in Japan | For invoices and receipts |
See the Branch Office Setup Process:
This video demonstrates how foreign companies establish their Japanese branch, including real-world challenges and timeframes:
Key Moments:
- 1:15: Document preparation for branch registration
- 2:30: Legal representative appointment process
- 3:45: Timeline from application to operation
Why Open a Branch Office in Japan?
Why Open a Japan Branch Instead of a Subsidiary?
Foreign companies entering Japan typically choose between three structures: a representative office (駐在員事務所), a Japan Branch (日本支店), or a Japanese subsidiary (子会社). A Japan Branch offers a middle ground, allowing commercial activity without the complexity of forming a separate legal entity.
Key advantages of a Japan Branch:
A Japan Branch operates as an extension of the foreign head office, meaning the head office retains full control and bears ultimate liability for branch operations. This structure offers several practical benefits. First, profit remittances from the branch to the head office are not subject to Japanese withholding tax since they are considered internal transfers rather than dividends. Second, branch losses can potentially offset head office profits in the parent company’s home country tax filings, depending on home country tax rules. Third, setup costs are lower than forming a subsidiary because there is no minimum capital requirement and no need for articles of incorporation specific to Japan.
When a Japan Branch makes sense:
A branch structure works well for companies testing the Japanese market, those with established global operations seeking a straightforward entry point, and businesses where consolidating Japan results with head office financials is advantageous. Companies in industries where local credibility is less critical, such as B2B services or technology firms with existing international reputations, often find branches sufficient.
When a subsidiary may be preferable:
Japanese banks, government agencies, and large domestic companies sometimes prefer working with locally incorporated entities. If your business requires significant local financing, plans to bid on public contracts, or wants to establish an independent Japanese identity, a Kabushiki Kaisha (KK) or Godo Kaisha (GK) subsidiary may be more appropriate. Additionally, if the head office’s paid-in capital exceeds ¥100 million, the Japan Branch will be subject to size-based enterprise tax (外形標準課税), which can result in higher local tax obligations even in loss-making years.
For assistance evaluating which structure suits your business, Contact SmartStart Japan for a consultation.
Japan Branch vs. Subsidiary vs. Representative Office: Comparison
Before establishing your Japan presence, understand how the three main structures differ in legal status, tax treatment, and operational flexibility.
| Factor | Representative Office (駐在員事務所) | Japan Branch (日本支店) | Subsidiary (子会社) |
| Legal Status | No registration required; not a separate legal entity | Registered with Legal Affairs Bureau; not a separate legal entity | Separate Japanese legal entity (KK or GK) |
| Commercial Activity | Cannot conduct sales, sign contracts, or generate revenue | Full commercial operations permitted | Full commercial operations permitted |
| Registration Tax | None | ¥90,000 (with office) or ¥60,000 (representative only) | ¥150,000 minimum (KK) or ¥60,000 (GK) |
| Capital Requirement | None | None | KK: ¥1 minimum; GK: ¥1 minimum |
| Liability | Head office bears all liability | Head office bears all liability | Limited to subsidiary’s assets |
| Corporate Tax | Not subject (no commercial activity) | Subject to Japanese corporate tax on Japan-source income | Subject to Japanese corporate tax on worldwide income |
| Profit Remittance | N/A | No withholding tax on transfers to head office | Dividends subject to withholding (reduced by tax treaties) |
| Loss Treatment | N/A | May offset head office profits (depends on home country rules) | Losses ring-fenced within subsidiary |
| Local Tax (Inhabitant Tax) | Not applicable | Based on head office capital; can be high for large parent companies | Based on subsidiary’s capital; can be optimized |
| Bank Account | Personal account of representative only | Branch name account permitted | Full corporate account |
| Credibility with Japanese Partners | Low | Moderate | High (especially KK) |
| Best For | Market research, liaison, pre-entry assessment | Established companies seeking simple market entry; B2B operations | Long-term commitment; local financing needs; public contracts |
Step-by-step Guide to Opening a Japan Branch
The Japan Branch registration process typically takes 4 to 8 weeks from initial preparation to completion, depending on document complexity and your home country’s notarization procedures.
Step 1: Finding a Branch Office Address and the Representative in Japan
Step 1: Appoint a Japan Representative and Secure an Office Address
Appointing a Japan Representative (日本における代表者)
Every Japan Branch must designate at least one representative who resides in Japan. This person handles legal matters, signs documents, and serves as the point of contact for government authorities. The representative can be a Japanese national or a foreign national with a valid residence status, such as Permanent Resident, Spouse of Japanese National, Long-Term Resident, or a work visa.
Multiple representatives can be appointed, but at least one must have a Japanese address. The representative need not be the same person as the head office CEO; companies commonly appoint a local manager or hire a professional representative service.
Visa considerations for foreign representatives:
If the head office plans to send an employee from overseas to serve as the Japan representative, they will typically need an Intra-company Transferee visa (企業内転勤). This visa requires the transferee to have worked at the foreign head office (or a related company) for at least one continuous year in a position equivalent to “Engineer/Specialist in Humanities/International Services” activities.
For representatives who will manage branch operations at a strategic level, the Business Manager visa (経営・管理) may be more appropriate. However, note that Business Manager visa requirements have become significantly stricter as of October 2025, including higher capital expectations and management experience requirements. For a Japan Branch, the Intra-company Transferee visa is often the simpler path.
Securing an office address:
A physical office address in Japan is required for registration. Options include:
Traditional office leases in business districts such as Tokyo (Chiyoda, Minato, Shibuya), Osaka (Chuo, Kita), or Nagoya (Naka). Serviced offices or coworking spaces that permit company registration (not all do; confirm before signing). Virtual office addresses are generally not accepted for Japan Branch registration.
The lease agreement must be in the branch’s name or permit subletting/company use. Some landlords require a guarantor company (保証会社) for foreign entities.
Step 2: Prepare and Notarize Your Affidavit
When Opening a Branch Office in Japan, you must prepare:The core document for Japan Branch registration is the Affidavit (宣誓供述書 / Sensei Kyojutsusho), a sworn statement by an authorized representative of the head office declaring the establishment of the Japan Branch and providing required company information.
What the Affidavit must include:
The affidavit consolidates information that would otherwise require multiple certified documents. It typically covers: the head office’s legal name, address, and date of establishment; the governing law under which the head office was incorporated; the names and titles of head office directors/officers; the company’s business purposes (事業目的); issued share capital or equivalent; the decision to establish a Japan Branch; the address of the Japan Branch; the name and address of the appointed Japan representative(s); and the method of public notice in Japan (官報 or electronic).
A sample affidavit format is available from the Ministry of Justice.
Notarization process:
The affidavit must be notarized by an authority recognized by Japanese law. This means either a notary public in the head office’s home country (some countries may require additional apostille or authentication), or a consul at the Japanese embassy or consulate in the home country, or a consul of the head office’s country at their embassy in Japan.
Different countries have different requirements. For U.S. companies, a notarized affidavit typically requires notarization by a U.S. notary followed by apostille certification under the Hague Convention. For companies from non-Hague Convention countries, authentication by the foreign ministry and then the Japanese embassy may be required.
Translation requirements:
All documents in foreign languages must be accompanied by Japanese translations. The Legal Affairs Bureau does not require certified translations, but translations should be accurate and complete for registration-relevant sections. Some companies prepare bilingual affidavits with Japanese and English side by side.
Step 3: Obtaining Your Branch Office’s Official Seal
Japan’s business culture relies heavily on official seals (印鑑 / Inkan) rather than signatures for document authentication. Your Japan Branch will need at least one registered seal, though most companies prepare a set of three.
Types of seals:
The Representative Seal (代表印 / Daihyoin, also called 実印 / Jitsuin) is the official company seal registered with the Legal Affairs Bureau. This seal is used for contracts, official documents, and legal filings. It must be registered during or immediately after branch registration.
The Bank Seal (銀行印 / Ginkoin) is used for banking transactions. While you can use the representative seal for banking, most companies maintain a separate bank seal for security.
The Company Seal (角印 / Kakuin) is a square seal used on invoices, receipts, and routine business correspondence. It does not require registration.
Creating seals:
Seals can be ordered from specialized seal shops (印鑑店 / Hanko-ya) found throughout Japan, including shops near Legal Affairs Bureaus. A basic set of three seals costs approximately ¥10,000 to ¥30,000, depending on materials. Seals typically require 1 to 3 business days to produce. Online seal shops also accept orders and can ship domestically.
Seal registration:
The representative seal must be registered at the Legal Affairs Bureau along with your branch registration documents. The seal registration form (印鑑届書) requires the personal seal certificate (印鑑証明書) of the Japan representative, issued within the past 3 months by their municipal office.
Sources: (JETRO)
Step 4: Application of Your Branch Office Registration
Prepare Registration Documents:With all documents prepared, you can submit your Japan Branch registration to the Legal Affairs Bureau (法務局 / Houmukyoku) having jurisdiction over your branch office location.
Registration fees:
The registration and licensing tax (登録免許税) for a Japan Branch is ¥90,000 when establishing a physical office (営業所設置), or ¥60,000 if registering only the Japan representative without a physical branch office (代表者選任のみ). The ¥90,000 fee includes both the branch office registration and the representative registration.
What gets registered:
The Legal Affairs Bureau will register the following information, which becomes part of the public company registry (登記簿謄本):
Company name (商号) in original language and/or Japanese; head office address abroad; Japan branch office address and establishment date; governing law for head office incorporation; head office establishment date; business purposes; issued shares and capital amount; names of head office directors/officers; name and address of Japan representative(s); and method of public notice in Japan.
Submission process:
Registration can be submitted in person at the Legal Affairs Bureau, by mail, or online through the legal registration system. Required attachments include the registration application form (登記申請書), the notarized affidavit with Japanese translation, the seal registration form (印鑑届書), a personal seal certificate of the Japan representative, and proof of office address (lease agreement). If using a representative such as a judicial scrivener, include a power of attorney.
Processing time:
Standard processing takes approximately 1 to 2 weeks. You can check progress at the Legal Affairs Bureau or online. Once complete, you can obtain a Certificate of Registered Matters (登記事項証明書), which serves as official proof of your Japan Branch’s registration.
FEFTA (Foreign Exchange and Foreign Trade Act) considerations:
Under the Foreign Exchange and Foreign Trade Act (外為法), establishing a Japan Branch constitutes “inward direct investment” (対内直接投資) and requires notification to the Ministry of Finance and relevant ministry. For most industries, this is a post-establishment report (事後報告) due within 45 days after registration. However, if your business falls within designated sectors related to national security, public order, or public safety (including defense, aerospace, nuclear, cybersecurity, certain infrastructure, and others), advance notification (事前届出) is required before registration, with a review period of up to 30 days.
*Consult with a legal professional to determine whether your business activities require advance FEFTA notification. The Bank of Japan provides detailed guidance on designated industries.
What Happens After I Register my Japan Branch?
Tax Office and Government Notifications
National Tax Agency (税務署) filings:
Within 2 months of registration (or before the end of your first fiscal period, if earlier), submit the following to the tax office having jurisdiction over your branch address:
Notification of Incorporation/Branch Establishment (法人設立届出書): Basic company information and fiscal year designation.
Application for Blue Form Tax Return (青色申告の承認申請書): Highly recommended. Blue form status allows loss carryforward for up to 10 years and other tax benefits. Must be filed by the earlier of 3 months after establishment or the end of the first fiscal year.
Notification of Establishment of Payroll Office (給与支払事務所等の開設届出書): Required if paying salaries in Japan.
Local tax offices:
Separate filings are required at the prefectural tax office (都道府県税事務所) and municipal tax office (市区町村役場) where your branch is located. Forms and requirements vary by jurisdiction.
Consumption tax (消費税):
New Japan Branches are generally exempt from consumption tax for the first two fiscal years if the head office’s taxable sales in Japan do not exceed ¥10 million in the base period. However, if the branch chooses to opt in (which may be advantageous if significant input tax credits are expected), a separate application is required.
Invoice System (インボイス制度) registration:
Since October 2023, Japan operates a Qualified Invoice System for consumption tax. If your branch will issue invoices to Japanese businesses that need to claim input tax credits, registration as a Qualified Invoice Issuer (適格請求書発行事業者) is advisable. Registration can be done through the National Tax Agency’s e-Tax system.
FEFTA post-establishment report:
If not already submitted, the inward direct investment report (対内直接投資等に係る報告書) must be filed with the Bank of Japan within 45 days of registration. This applies even if no advance notification was required.
Obtaining Necessary Permits and Licenses
Depending on your industry, additional permits and licenses might be required for legal operation in Japan.
- Industry-Specific Permits and Licenses:
- Regulated Industries: If your branch office operates in a regulated industry (e.g., finance, real estate, pharmaceuticals), you must obtain the necessary permits from the relevant Japanese authorities. This may involve additional documentation and compliance with specific industry standards.
- Business Licenses: Certain business activities require specific licenses. For example, if your branch office will be engaged in food and beverage services, you must acquire the appropriate health and safety permits.
- Ensuring Compliance with Local Business Practices and Regulations:
- Adherence to Local Laws: Ensure that your branch office operations comply with all local laws and regulations. This includes environmental regulations, zoning laws, and industry-specific standards.
Social Insurance and Labor Insurance Registration
If your Japan Branch will employ staff in Japan, registration with social insurance and labor insurance systems is mandatory.
Social Insurance (社会保険):
All corporations operating in Japan, including foreign company branches, are “compulsory coverage workplaces” (強制適用事業所) for social insurance regardless of employee count. This includes Health Insurance (健康保険) covering medical expenses and Employee’s Pension Insurance (厚生年金保険) providing retirement benefits.
Registration is required at the Japan Pension Service (日本年金機構) branch office covering your branch location. Required documents include the Certificate of Registered Matters and employment contracts.
Labor Insurance (労働保険):
If you have even one employee, enrollment in Workers’ Compensation Insurance (労災保険) through the Labor Standards Inspection Office (労働基準監督署) is required. Employment Insurance (雇用保険) registration at Hello Work (公共職業安定所) is required if employees work 20+ hours per week.
Timeline:
Social insurance: Register within 5 days of hiring the first employee. Labor insurance: Register within 10 days of establishing the employment relationship.
Opening a Bank Account for Your Japan Branch
A Japan Branch can open a corporate bank account in its own name, which is a significant advantage over a representative office (where only personal accounts are possible).
Bank account opening challenges:
Japanese banks have tightened corporate account screening significantly due to anti-money laundering regulations. New foreign company branches often face scrutiny, and approvals can take 2 to 4 weeks or longer. Having a Japan-resident representative with an established personal banking relationship can help.
Documents typically required:
Certificate of Registered Matters (登記事項証明書) issued within 3 months; the branch’s registered seal (実印); the representative’s personal identification (residence card, passport); the representative’s personal seal certificate; proof of office address; and a business overview document explaining company history, activities, and expected transaction volume.
Bank selection considerations:
Megabanks such as MUFG, SMBC, and Mizuho offer comprehensive international services but have stricter screening. Regional banks and credit unions (信用金庫) may be more accommodating for new foreign branches. Online banks such as GMO Aozora and Rakuten Bank have streamlined processes for corporate accounts but may have limitations on international transfers.
Practical tip:
Apply to multiple banks simultaneously. Prepare a clear business plan document in Japanese explaining your company’s history, Japan market entry rationale, expected revenue/transaction volume, and major customers or partners. This demonstrates legitimacy and operational substance.For more guidance, see SmartStart Japan’s Bank Account Setup service.
Final Thoughts
Opening a Japan Branch provides foreign companies with a cost-effective, straightforward path to commercial operations in Japan without the complexity of forming a separate legal entity. The registration process, while involving documentation from both your home country and Japan, follows a predictable timeline of 4 to 8 weeks when properly prepared.
