Information checked: 30 October 2026.
To increase company capital in Japan after incorporation, you need the required corporate approvals, contribution and registration procedures. A Kabushiki Kaisha (KK) commonly does this by issuing new shares; a Godo Kaisha (GK) records additional contributions from existing or new members. Simply transferring money into the company account does not complete a capital increase.
This guide covers ordinary cash contributions to an existing Japanese company.
In this guide
- Capital increase or working cash?
- Checks before transferring money
- KK and GK procedures
- Registration tax and costs
- Updates after registration
Do you need a capital increase or just more working cash?
Registered capital is called 資本金 (shihonkin). Increasing it is 増資 (zōshi). Choose the arrangement that matches your purpose:
| Arrangement | Adds company cash? | Increases registered capital? |
|---|---|---|
| Cash contribution allocated to capital | Yes | Yes, through the required procedures |
| Shareholder or owner loan | Yes | No; it creates a debt owed by the company |
| Capitalisation of eligible reserves or surplus | No | Yes; it reallocates existing equity |
Mizuho’s guide to capital increases explains the distinction between raising new money and capitalising existing reserves. The steps below focus on new cash contributions.
What should you check before transferring money?
Agree who will contribute, how much will become registered capital and what ownership rights they receive. For a KK, issuing shares to one investor can reduce other shareholders’ ownership percentages. Check the articles of incorporation and current ownership records before approving the transaction.
Check the tax timing. For companies without a consumption-tax base period, generally their first two financial years, capital of ¥10 million or more at the start of the financial year removes the exemption under this capital rule. The National Tax Agency gives an example: increasing capital from below ¥10 million to at least ¥10 million during the first year makes the second year taxable. Invoice registration and other rules can already make a company taxable below that threshold.
Check foreign-investment filings before execution. Investment by an overseas shareholder may require prior notification or subsequent reporting under the Foreign Exchange and Foreign Trade Act. Requirements depend on the investor and transaction, including the company’s business activities. Use the Bank of Japan’s official guidance to check the applicable route; foreign nationality alone does not settle the question.
How does a capital increase differ for a KK and a GK?
KK: approve and issue new shares
For an ordinary new-share issue:
- Decide the number of shares, subscription price, capital allocation and payment date or period.
- Obtain the required shareholder and director or board approvals.
- Complete the subscription and allotment documents, or applicable subscription agreement.
- Receive the contribution and retain payment evidence.
- Apply to register the increased capital and issued shares.
The approvals depend on the company’s governance and issue structure. Authense’s explanation of share-issue procedures sets out these distinctions.
GK: document additional contributions
A GK has members, meaning owners rather than employees, and does not issue shares. The usual sequence is:
- Obtain the necessary member consent and amend the articles as required. Unanimous consent is generally required for amendments unless the articles provide otherwise.
- Complete the additional contribution.
- Document the managing members’ decision on the capital increase and prepare the accounting certification.
- Apply to register the increased capital and any other registrable changes.
Bringing in a new member involves different documentation from an existing member contributing more. See RSM’s judicial-scrivener guide to GK capital increases.
Documents and registration deadline
Typical supporting documents include approval minutes or member consents, proof of payment and a certificate explaining the amount recorded as capital. KK cases also require applicable subscription documents and shareholder information. The exact package varies. The Legal Affairs Bureau’s forms index lists KK share-issue forms under 1-20 and GK capital-change forms under 3-11.
Registration is generally due within two weeks of the relevant change, at the bureau responsible for the company’s registered head office. For a KK share issue with a specified payment period, the deadline runs from that period’s final day. Authense explains the deadline under Companies Act Article 915. Confirm the trigger before scheduling payment.
How much does a capital increase cost?
For an ordinary KK or GK capital-increase registration, registration and licence tax is 0.7% of the increase in registered capital, with a ¥30,000 minimum.
Hypothetical example: Capital rises from ¥5 million to ¥10 million, with the full additional ¥5 million recorded as capital:
¥5,000,000 × 0.7% = ¥35,000 registration tax.
This excludes professional fees, certificate charges and any additional registrations. The calculation uses the increase, not the resulting capital total.
What needs updating afterwards?
After registration:
- Obtain an updated corporate registration certificate.
- Update ownership records, articles where applicable and accounting records.
- Submit the national tax notification of changes promptly after the change.
- Check applicable prefectural and municipal tax notifications, and update bank information where required.
For wider compliance tasks, see our post-incorporation checklist for Japan.
