Keywords: Easy and smooth investment into Japan; a stable and improving economic environment; enjoy national healthcare benefits when investing in Japan.

Counseling Attorney:

Tongfang Foreign Affairs Professional Committee:

The Professional Committee for Foreign-related Business of Tongfang was established in 2022, taking advantage of the implementation of the RCEP agreement. Guided by the nation’s “Belt and Road” initiative, the committee is deeply committed to advancing the development of foreign-related business. With the mission of “Dedicating our youthful vigor to shining a light on our great China,” Tongfang’s Professional Committee for Foreign-related Business is devoted to ensuring the long-term stability and prosperity of the country, the happiness and well-being of the people, the great rejuvenation of the Chinese nation, and the comprehensive revitalization of local economies—doing its utmost with all its capabilities, fulfilling its responsibilities, and living up to its duties.

Liu Yu Senior Partner at Liaoning Tongfang Law Firm and Head of Tongfang’s Foreign-Related Legal Services Team;

Educational Background: Kyushu University (Japan)

Areas of Expertise: Foreign Investment, Corporate Legal Counsel, International Litigation, Equity Mergers and Acquisitions, Taxation, Financing, Leasing, Factoring, and More

Working languages: Chinese, Japanese, English

Li Fangzhi: Full-time lawyer at Liaoning Tongfang Law Firm

Educational Background: Kyushu University (Japan), Liaoning University

Areas of expertise: Corporate legal counsel, foreign-related litigation, and labor and personnel legal services, etc.

Working languages: Chinese, Japanese, English

Jin Huisu: Full-time lawyer at Liaoning Tongfang Law Firm

Educational Background: Northeast University of Finance and Economics

Areas of expertise: Corporate legal counsel, internal corporate audits, and board of directors’ operations.

Working languages: Chinese, Japanese, English, Korean

Basic Information ：

As a developed country with a highly open market environment, Japan not only offers foreign investors comprehensive social welfare benefits but also enjoys a unique geopolitical advantage due to its proximity to China. Recently, bolstered by multiple favorable factors—including the continued depreciation of the yen—Japan has attracted a large number of entrepreneurs eager to invest there. Currently, there are three main investment models for those looking to invest in Japan:

① The business office of a foreign company registered and established (a legal entity established under foreign law)

② Register and establish a new company (e.g., joint-stock company, joint venture, etc.)

③ Acquire existing companies in Japan.

Among these, the second model not only achieves investment objectives but also makes it easier—compared to other models—to obtain 【Japanese Management and Business Visa】 eligibility and enjoy Japanese national treatment, including enrollment in Japan’s social insurance system and free public school attendance for children. This is the most common corporate structure for investing in Japan.

Against this backdrop, Tongfang Law Firm has been retained by a well-known domestic textile processing enterprise to provide legal support for its investment project in Japan. The company plans to enter the Japanese market by establishing a new subsidiary, thereby expanding its business footprint in Asia. From the very outset of the project, the team of lawyers handling the case began conducting a detailed legal risk assessment and market research.

First, Attorney Liu Yu’s team conducted an in-depth study of Japan’s laws and regulations to ensure that clients fully understand the specific requirements and procedures for establishing a company in Japan. Under the leadership of Attorney Liu Yu, the team has established close collaborative relationships with local Japanese lawyers and accounting firms, providing clients with comprehensive, locally tailored services.

Second, Attorney Li Fangzhi is responsible for communicating with clients to understand their business needs and investment objectives, thereby developing the most suitable corporate incorporation plan. Thanks to her efforts, the client ultimately decided to establish a joint-stock company and plans to gradually expand its business operations over the next few years.

Attorney Jin Huishu specializes in handling all procedures related to company establishment, including but not limited to the pre-approval of company names, drafting articles of association, contributing capital, and obtaining approvals from relevant government authorities. Under her expert guidance, the client successfully completed all necessary legal procedures and obtained the Japanese Management and Business Visa.

Project Highlights:

There are two types of incorporation methods for establishing a joint-stock company: First, when the promoters are “natural persons,” the preliminary documents required include: (1) a notarized certificate of seal impressions (to be submitted within the 3 months preceding the application); (2) photocopies of identity documents (such as passports) of both the promoters and the legal representative; (3) if the entruster is a natural person serving as a promoter, and another person is appointed as a director or authorized representative, then notarized certificates of seal impressions and photocopies of identity documents (such as passports) of these individuals must also be provided. Second, when the promoters are “legal entities,” the preliminary documents required include: (1) the registration certificate of the limited liability company; (2) an affidavit sworn by the legal representative; (3) a certificate of the representative’s official seal; (4) notarized copies of the aforementioned documents (to be issued within the 3 months preceding the application).

The preparation of the aforementioned preliminary materials is critically important. Japan conducts extremely rigorous reviews of application documents; therefore, meticulously organizing the application materials for clients using professional legal terminology is an indispensable and vital step.

After completing the preparatory documentation, the next step is to ensure the accuracy and completeness of all documents. The Japanese application process requires that all submitted documents be free of errors; any omissions or mistakes could lead to delays or even rejection of the application. Therefore, meticulous proofreading is absolutely essential. Each document must be carefully checked repeatedly to guarantee the accuracy of all information— including critical details such as dates, numbers, and names.

In addition, the preparation of application documents must also adhere to specific formats and standards. The relevant Japanese authorities have stringent requirements regarding the layout and structure of application materials; therefore, it is essential to follow the official guidelines for formatting to ensure that the documents are neat and professional. During the writing process, clear and concise language should be used, avoiding lengthy and complex sentence structures to ensure that reviewers can quickly grasp the applicant’s intentions and background.

During the preparation of application materials, communication with the client is equally important. Lawyers or professional advisors need to maintain close contact with their clients to ensure that all necessary information and documents are provided in a timely manner. This not only helps enhance the quality of the application materials but also ensures that the client has a thorough understanding of and is well-prepared for the entire application process.

Finally, it is crucial to conduct a thorough preliminary review before submitting the application materials. By simulating the review process, you can identify and address potential issues, ensuring that your application materials are in top shape before the official submission. During the preliminary review, you can invite experienced peers or experts to provide valuable feedback, further enhancing the likelihood of success for your application.

In summary, preparing Japanese application documents is a complex and meticulous process that requires close collaboration between lawyers and clients to ensure that every step meets the highest standards. Only in this way can applicants stand out during the rigorous review process and smoothly obtain the necessary approvals.

Typical significance:

The typical significance of entrusting a professional lawyer to establish a company in Japan lies primarily in ensuring the accuracy and compliance of legal procedures and reducing risks arising from unfamiliarity with local laws. A lawyer can provide expert advice, help select an appropriate corporate structure, handle registration formalities, and prepare the necessary legal documents. Moreover, a professional lawyer can assist in preventing potential tax issues and ensure that the company’s operations comply with Japanese commercial laws and regulations, thereby providing the company with a solid legal foundation.

In addition to ensuring the accuracy and compliance of legal procedures, professional lawyers also play an important role as strategic advisors when setting up a company in Japan. They can provide advice on corporate governance structures tailored to their clients’ business needs and market positioning, ensuring that the company’s internal management mechanisms are both efficient and transparent. Lawyers can also assist clients in assessing potential business risks and developing appropriate response strategies, thereby giving the company a competitive edge in a highly competitive market environment.

After the company is established, professional lawyers can also provide ongoing legal support, including but not limited to contract review, intellectual property protection, labor law advice, and resolution of commercial disputes. They can ensure that the company consistently complies with Japanese laws and regulations in its daily operations, thereby avoiding legal disputes arising from negligence or misunderstandings.

In addition, professional lawyers can also assist companies in expanding their business through means such as mergers and acquisitions, joint ventures, or strategic alliances. They can provide market analysis, negotiation strategies, and transaction structure design, helping companies achieve steady growth in the Japanese market.

In short, entrusting a professional lawyer to establish a company in Japan not only ensures that the company is founded on a legal and compliant basis from the very beginning, but also provides comprehensive legal support at every stage of its operation, thereby laying a solid foundation for the company’s long-term development.