Shimax Legal


Japan Branch of a German Entity (GmbH)

Recently, we were asked to register a Japan branch of a German entity (GmbH). The following is a brief description of the process involved.

Collect information about the German entity (GmbH)

In order to collect information about the German entity (GmbH), we requested the following documents from the client.

  • Articles of Incorporation(Gesellschaftsvertrag)
  • Commercial Register Extract(Handelsregister)

Prepare Affidavit

From the documents above, we extracted the information needed for registration of a Japan branch of a foreign corporation and summarized these into an Affidavit. Standard matters registered for the Japan branch of a Foreign Corporation:

  • Company Name
  • Address
  • Method of Public Notice (Announcement)
  • Laws of Incorporation
  • Business Purposes
  • Total Number of Shares Authorized for Issue
  • Total Number of Issued Shares
  • Amount of Capital
  • Officers
  • Incorporation Date

In the case of a German entity (GmbH), since the Commercial Register Extract(Handelsregister) contains the company name, address, amount of capital etc, we could draft the Affidavit using the extract information.

Notarization of Affidavit

In this case, one of the company directors (Geschaftsfuhrer), a resident of Germany signed the Affidavit in the presence of a German Notary Public and had the Affidavit notarized.

Registration of Japan Branch

Using the above notarized Affidavit, a registration application was filed with the Legal Affairs Bureau office with jurisdiction over the location of the Japan branch.

The date of establishment of the Japan branch is not the registration application date, but rather an establishment date that was decided by the foreign corporation is registered.

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