起業: 日本 (2026)
Japan permits 100% foreign ownership of a Japanese company (Kabushiki Kaisha/K.K. or Gōdō Kaisha/G.K.) with no legally required minimum capital under the Companies Act, and registration is centralized at the Legal Affairs Bureau. In practice, however, incorporation involves Japanese-language articles of incorporation, notarization, capital deposit, FEFTA notification for designated sectors, and a tightened Business Manager Visa regime (effective 16 October 2025) that requires at least ¥30 million in capital and one qualifying full-time employee for founders needing residency. Setup is straightforward on paper but friction with banking, language and immigration makes the overall experience moderate rather than easy.
主要なフレームワーク
Japan Companies Act (Kaishahō) governs incorporation; registration is handled by the Legal Affairs Bureau (Hōmukyoku) under the Ministry of Justice. Foreign investment is overseen under the Foreign Exchange and Foreign Trade Act (FEFTA), administered by the Ministry of Finance and the Bank of Japan. Residency/work rights for founders are governed by the Immigration Control Act, in particular the 'Business Manager' status of residence.
要点
Foreign ownership
The Companies Act imposes no nationality restrictions on shareholders or founders — foreign individuals and corporations may own 100% of a K.K. or G.K. Sectoral caps remain in a few regulated industries (e.g., broadcasters limited to 20%, facility-supplying broadcasters 33%; NTT capped at 33%).
Minimum capital
There is no statutory minimum capital to incorporate — technically ¥1 is sufficient. In practice founders set paid-in capital of around ¥1,000,000+ to satisfy banks and landlords, and ¥30,000,000 is required if the founder needs a Business Manager Visa.
Registration steps
A K.K. is formed by (1) drafting Japanese-language articles of incorporation, (2) notarizing them at a Japanese notary, (3) depositing capital in a Japanese bank account, (4) filing registration with the Legal Affairs Bureau (online filing supported), and (5) post-registration tax, labor and social-insurance filings. A branch office additionally requires an affidavit certified by the foreign company's embassy/consulate and may trigger a BOJ pre-notification.
Timeline and cost
Registration at the Legal Affairs Bureau typically takes 2–4 weeks, with 4–8 weeks total from kickoff to usable company. World Bank Doing Business (2020) measured 11 days to incorporate and ranked Japan 29/190 overall but only 27th of 31 OECD countries on 'Starting a Business', reflecting procedural overhead rather than legal barriers.
FEFTA foreign investment screening
The Foreign Exchange and Foreign Trade Act requires foreign investors to file either a prior notification (for designated/sensitive sectors such as national security, dual-use tech, utilities, telecoms) or a post-completion report (routine track) via the Bank of Japan to the Ministry of Finance and the sector regulator. Amendments passed by the Diet on 29 May 2026 broadened the screening regime to cover certain indirect acquisitions and added post-closing intervention powers.
Business Manager Visa (tightened 16 Oct 2025)
A foreigner who wants to run the company from inside Japan generally needs a Business Manager visa. Under the amended ministerial ordinance effective 16 October 2025, applicants must have both at least ¥30 million in capital/investment AND employ at least one full-time qualifying resident (Japanese national, permanent/long-term resident, or spouse/child thereof), plus roughly N2-level Japanese and either 3 years of management experience or a relevant degree; home offices are generally no longer accepted.
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