One-Stop Center supports foreign-affiliated firms advancing to Shizuoka Prefecture to build plants or business bases.

Investment Guide

Q. Procedures to establish a subsidiary by limited company =register and report

A. Generally two types of company are established, Kabushiki Gaisha and Godo Gaisha.

In case of Kabushiki Gaisha it has features like below

  • It needs complicated procedures compared to representative office and branch office(making articles of incorporation and form member of the board of directors as independent corporation.)
  • Compared to Godo Gaisha’s procedures are complicated (its condition is strict to set directors and collect stock investors)

There are two types to collect investors

Type Content Feature
Proposer All stocks issued when the company establishing are undertaken by the proposer Procedures are comparably easy and generally it is used for individual.
Collect Any part of stocks issued when the company establishing are undertaken by the proposer and the other are taken by investors collected Used for establish large company to gather many investors

 In case of proposer

Make the articles of incorporation

Fundamental issues below have to be decided

Trade name, address of head office, purpose of business, fiscal year, amount of capital, amount of issued stocks, address of company, director and representative, general stock holders meeting and any other formed agency except for director(*1)etc.

(*1) depend on types of company, the size or open or closed content might be different

Certify the articles of incorporation

Get the certification at the notary public agency with certification of registration of parent company, statement of oath, certification of seals of all proposers.

Payment for stocks issued at establishing

Proposers have to pay amount of stocks for certify capital to the account appointed.

Election of establishing directors and other members of board of directors

Elect directors issued in the articles of incorporation by majority of proposers

Apply for registration company and seal to legal office

  • Register to legal office within two weeks after the finish of procedures or the day decided by proposers
  • With letters of consent of proposers, certifications of seal , consent of directors assumption etc.

Procedures to start business

For open the company’s bank account, apply to the tax office and the labor standards office etc. after registration of company

In case of collect stock investors

Make the articles of incorporation and certified by legal agency

Same as type of proposer

Collect the stock investors in the beginning

Collect stock investors agreed by proposers

Apply the stocks collected and payment

Investors apply for stocks and after decided allotment proposers and investors pay for stocks.

General meeting for set up

Proposer collect members for general meeting for set up and elect directors for setup and member of the board of directors issued by articles of incorporation.

Apply to register company and seal to the legal office

  • Same as type of proposer
  • In addition type of proposer it needs documents「certification of application of acceptance for investors collection」「certification of storage of payment for stock investment」

Any other procedures

After registration of company open the bank account of company report to the tax office and labor standards office etc.


  • It will need two months for procedures after making the articles of incorporation.
  • It is better depend on specialists for procedures.
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foreign-affiliated companies

One-Stop Center.

One-Stop Service Center | Shizuoka international Business Association.

Shizuoka International Business Association,
44-1 Ohtemachi, Aoi-ku, Shizuoka-shi, Shizuoka 420-0853 Japan.



* Under entrustment from the Shizuoka prefectural government, the Center is operated by the Shizuoka International Business Association (SIBA).

* The cost for the operation of the Center is born by the prefectural government. Anyone can use the Center free of charge.