Introduction
This article provides the ultimate guide to Opening a Branch Office in Japan. It focuses on practical steps, legal requirements, and strategic considerations to help businesses navigate the process smoothly and successfully. Whether you’re a startup or an established company, Opening a Branch Office in Japan can be a game-changing move.
Key Checklist:
Main Steps | Documents Required |
Step 1: Company Registration & Legal Documents | – Commercial Registry Certificate (Head Office) – Articles of Incorporation (Head Office) |
– Resolution to Establish a Branch Office (issued by CEO/Board of Directors) | |
– Minutes of the Board Meeting or Shareholders’ Meeting (approving branch establishment) | |
Step 2: Representative & Management Documentation | – Power of Attorney for the Branch Representative (issued by Head Office CEO) |
– Official Document Appointing the Japan Branch Manager (issued by Head Office CEO) | |
– Certificate of Seal and Signature of the Head Office Representative | |
– Documents verifying the identity of the Head Office Representative | |
Step 3: Notarization & Financial Proof | – Notarization or Apostille (if required in certain countries) |
– Bank Statement proving funds for branch operation | |
– Bank Statement showing initial capital for the Japan branch | |
Step 4: Branch Representative’s Information | – Copies of the Japan Branch Representative’s ID, Passport, or Residence Card (for foreign nationals) |
Step 5: Office Address Verification | – Proof of office address in Japan |
– Lease Agreement for the office or permission letter from the property owner | |
Step 6: Seal Registration & Compliance | – Seal Registration for the branch office |
– Seal Certificate for the branch office | |
Step 7: Tax-Related Documents | – Notification of Starting a Business in Japan |
Why Open a Branch Office in Japan?
Opening a Branch Office in Japan offers numerous strategic advantages for businesses seeking to expand their global presence. Japan, the third-largest economy in the world, presents a robust market with high purchasing power and a sophisticated consumer base. Opening a Branch Office in Japan allows businesses to tap into new revenue streams, benefit from Japan’s advanced technology sector, and operate within a well-developed infrastructure.
Japan’s stable political environment provides a conducive business climate for innovation and long-term investment. By Opening a Branch Office in Japan, companies can build strong connections with local partners, suppliers, and customers, fostering better market understanding and cultural integration. Furthermore, Japan’s strategic location in East Asia serves as a gateway to other major Asian markets, enhancing regional business operations and supply chain efficiencies.
What Should You Consider Before Opening a Branch Office in Japan
When deciding on the appropriate business structure for your expansion into Japan, consider the following factors:
Consideration | Representative Office | Branch Office | Subsidiary |
Purpose | Market research, liaison activities, non-commercial operations | Conducting business operations, sales, and contracts | Full-scale business operations as an independent entity |
Legal Status | Not a separate legal entity, part of the parent company | Not a separate legal entity, part of the parent company | Separate legal entity from the parent company |
Registration Requirements | No registration needed, simple setup | Must be registered with the Legal Affairs Bureau | Must be registered with the Legal Affairs Bureau |
Operational Scope | Cannot engage in commercial activities | Can engage in commercial activities similar to the parent company | Can engage in all commercial activities, independent operations |
Taxation | Not subject to corporate tax, as it cannot generate income | Subject to corporate tax on income generated in Japan | Subject to corporate tax, enjoys tax treaties benefits |
Regulatory Compliance | Minimal, mainly reporting activities | Full compliance with Japanese regulations, including labor and tax laws | Full compliance with Japanese regulations, independent accounting and reporting |
Management and Control | Managed by staff appointed by the parent company | Managed by staff appointed by the parent company, must have a resident representative | Managed by its own board of directors and management, can have foreign directors |
Liability | Liabilities are borne by the parent company | Liabilities are borne by the parent company | Liabilities are borne by the subsidiary itself, limited liability structure |
Setup Complexity and Cost | Easiest and cheapest to set up | Moderate complexity and cost, involves legal registration and paperwork | Most complex and expensive to set up, involves incorporation and capital requirements |
Ideal For | Initial market entry, research, and liaison | Businesses wanting to operate directly in Japan without full incorporation | Businesses planning long-term operations and significant investment in Japan |
Step-by-step Guide to Opening a Branch Office in Japan
Step 1: Finding a Branch Office Address and the Representative in Japan
Decide on the Office Address:
- Research Locations:
- To begin Opening a Branch Office in Japan, you need a physical address and a resident representative.
- Choosing a Location: Major business hubs include Tokyo, Osaka, and Nagoya. Tokyo is ideal for international businesses due to its vast market, while Osaka provides a balance between cost and opportunity. Nagoya is a strong choice for manufacturing sectors.
- Office Space: Leasing or purchasing office space requires assistance from local real estate agents to ensure compliance with zoning laws.
- Appointing a Representative: The representative must be a Japanese resident (either a national or a foreigner with a long-term visa). They handle legal matters and daily operations.
Sources: (JETRO)
- Lease or Purchase Office Space:
- Depending on your budget and business needs, you’ll need to either lease or buy office space. Consulting with local real estate agents can be very helpful. They know the market well and can guide you in finding the best location that meets your requirements and budget. They can also help you understand the pros and cons of different areas, making sure you make an informed decision.
- Real estate agents can also assist in navigating local regulations and ensuring that your chosen location is appropriately zoned for your business activities.
Appoint a Representative:
- Residency Requirements:
- The appointed representative must be a resident of Japan. This can be either a Japanese national or a foreigner with a valid long-term visa. The representative plays a crucial role in managing the branch office and ensuring it complies with Japanese laws and regulations.
- Responsibilities:
- The representative will handle day-to-day operations, legal compliance, and will be the point of contact for any governmental or legal matters. They need to be trustworthy and well-versed in Japanese business practices and regulations.
Sources: (JETRO)

Step 2: Prepare and Notarize Your Affidavit
When Opening a Branch Office in Japan, you must prepare:
- Affidavit (宣誓供述書):
- This is a sworn statement from the parent company affirming the establishment of the branch and detailing its operations. It should include comprehensive details about both the parent company and the branch office. This paper can be used in court for whatever reason is needed.
- Articles of Incorporation (定款):
- This document outlines the parent company’s structure, governance, and operations. If the Articles of Incorporation (定款) are not in Japanese, they must be translated accurately. This is almost like a memo to the government. It gives all the information to the government about your company.
Additionally, platforms like SmartStart Japan offer educational videos that break down the incorporation process in Japan, helping businesses understand legal requirements and necessary documentation.
Notarization Process:
When Opening a Branch Office in Japan, you must also:
- Locate a Notary:
- The affidavit must be notarized either in your home country or at your country’s embassy in Japan. This process can be straightforward if done through familiar legal channels.
- Certification:
- Ensure that the notarized affidavit is properly certified. This might involve getting additional attestations depending on your home country’s requirements. Consulting with legal experts or a law firm specializing in Japanese business law can be very helpful in ensuring all documentation is correctly prepared and certified.
Submit Documents to the Legal Affairs Bureau:
- Submission:
- Once all documents are ready and notarized, submit them to the Legal Affairs Bureau in the jurisdiction where your branch office will be located. This step is crucial for the legal recognition of your branch.
Sources: (JETRO, Affidavit form)
Step 3: Obtaining Your Branch Office’s Official Seal
For Opening a Branch Office in Japan, you must register company seals:
- Types of Seals:
- Once you have chosen your company name, the next step is to create your company seals. Typically, you will need a set of three seals: a Representative Seal (called “daihyoin (代表)” which acts as the company’s “jitsuin (実印)”), a Bank Seal (“ginkoin (銀行員)”), and a Company Name Seal (“kakuin (客員)”). These seals can be made at a specialized seal shop for as little as JPY 10,000. The “daihyoin” is the seal that must be registered with the competent legal affairs bureau by the company’s representative and can also be used as the representative’s seal in their capacity as the company representative. However, it is common for representatives to use separate seals for personal and company business. The “ginkoin” is used for the company’s banking transactions, while the “kakuin” is a square stamp used for issuing receipts, invoices, and similar documents. The “kakuin” is typically overlaps with the company’s printed name on the paper.
- Seal Shops:
- Visit a specialized seal shop in Japan to have these seals made. The cost can vary, but a basic set typically costs around JPY 10,000. These seals are used in official documentation and can be seen as a formal signature for the company.
Register the Seals:
- Seal Registration:
- Register the Representative Seal with the local Legal Affairs Bureau. This is a crucial step, as this seal will be used in all official documents and transactions, acting as a legal identifier for your branch office.
Sources: (JETRO)
Step 4: Application of Your Branch Office Registration
Prepare Registration Documents:
- Application Forms:
- Complete the registration forms provided by the Legal Affairs Bureau. These forms will include details about the parent company, the branch office, and the appointed representative. It’s important to fill these forms accurately to avoid any delays or issues.
- Supporting Documents:
- Gather all necessary supporting documents, including the notarized affidavit, articles of incorporation, proof of office address, and personal identification of the representative.
- Submission:
- Submit the completed forms and supporting documents to the Legal Affairs Bureau. This step formalizes the registration of your branch office.
- Fees:
- Pay the required registration fees. The cost for registering a branch office in Japan is approximately JPY 100,000, though additional costs for notarization and professional services may apply.
- Processing Time:
- The processing time can vary, but it typically takes a few weeks. It’s essential to monitor the progress and follow up if necessary.
- Certificate Issuance:
- Once approved, the Legal Affairs Bureau will issue a registration certificate, officially recognizing your branch office. This certificate is crucial for opening bank accounts and conducting official business operations.
Sources: (JETRO)

What Happens After I Register My Branch Office in Japan?
Notification and Reporting Obligations
- Notifying Relevant Authorities:
- Tax Office: You must notify the local tax office about the establishment of your branch office. This involves submitting forms related to corporate tax, consumption tax, and other relevant taxes. Timely notification is essential to benefit from any tax incentives and to avoid penalties.
- Labor Standards Inspection Office: If you plan to hire employees, notify the Labor Standards Inspection Office. This ensures compliance with Japan’s labor laws, which cover aspects such as working conditions, wages, and safety regulations.
- Hello Work (Public Employment Security Office): Register with Hello Work to ensure proper management of employment and social insurance matters. This includes unemployment insurance and labor insurance registrations.
- Pension Office: Register with the local Pension Office for social insurance, including health insurance and employee pension contributions.
- Regular Reporting and Compliance:
- Annual Financial Statements: Your branch office must prepare and file annual financial statements with the tax authorities. This includes balance sheets, income statements, and other financial reports.
- Tax Returns: File corporate tax returns annually. The filing deadline is within two months after the end of your fiscal year. Timely payment of taxes based on these returns is mandatory to avoid penalties.
- Social and Labor Insurance Reports: Regularly submit reports related to social and labor insurance to ensure compliance with Japanese labor laws.
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 might 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.
Sources: (JETRO)
Final Thoughts
Setting up a branch office in Japan is a significant step that can yield substantial benefits for businesses looking to expand their presence in Asia. Japan’s ever-changing economy, advanced technological infrastructure, and strategic location make it an ideal market for international expansion. By following the detailed steps outlined in this guide, companies can tackle the complexities of Japanese regulatory requirements, cultural subtlety, and operational challenges effectively. Establishing a branch in Japan not only opens doors to new business opportunities but also enhances a company’s global footprint, fostering innovation and growth. With careful planning and execution, businesses can leverage the advantages of a Japanese branch office to achieve long-term success in this thriving market. As always, seeking professional advice and local expertise can further streamline the process and ensure compliance with all legal and business standards.