Before a business can legally exist in Japan, it needs a foundational document that defines its structure, purpose and operations, the Articles of Incorporation (定款 teikan). This document isn’t just a formality; it’s the legal backbone of your company and one of the very first steps in the incorporation process.
Whether you’re establishing a Godo Kaisha (GK) or a Kabushiki Kaisha (KK), your Articles set the boundaries for what your company can do, how it’s governed and how it’s taxed. They’re required by law for every company type and must meet strict formatting and content standards under Japan’s Companies Act.
Getting this document wrong can cause delays, complications, or even rejection of your application. Getting it right gives you a solid legal foundation from day one.
Check out our complete Japan company incorporation guide here for more resources.
What Are the Articles of Incorporation?
The Articles of Incorporation (teikan, 定款) are a legally binding document that defines the core structure of your business. Think of it as the company’s charter, it outlines who you are, what you do, how decisions get made and how the business will be run. Every company in Japan, whether a Godo Kaisha (GK) or Kabushiki Kaisha (KK), must submit this document as part of the incorporation process.
The Articles are required under the Companies Act of Japan and without them, your business simply cannot be registered. They’re not just internal rules, they’re officially filed with the Legal Affairs Bureau and carry legal weight.
One important distinction: if you’re setting up a KK, the Articles must be notarized by a Japanese notary public. For GKs, notarization isn’t required, making the process slightly more straightforward. Either way, the Articles are a non-negotiable step when forming a company in Japan.
Core Requirements: What Must Be Included
The Articles of Incorporation in Japan must follow a clear legal structure. Whether you’re forming a KK or GK, certain elements are mandatory under the Companies Act. Others are optional but commonly included to avoid ambiguity and future administrative headaches.
Mandatory Items Required by Law
1. Company Name (商号)
Your company name must be written in kanji, katakana, or romaji and must include the legal structure, either Kabushiki Kaisha (KK) or Godo Kaisha (GK), within the name itself. For example, “ABC合同会社” for a GK.
2. Business Purpose (事業目的)
This section defines the type of activities your business is legally allowed to carry out. It must be specific enough to be accepted by the Legal Affairs Bureau, but broad enough to allow for growth or expansion.
3. Office Location (本店所在地)
You’ll need to list your registered office address, usually down to the city, ward, or municipality level. A more detailed address may be required for tax registration.
4. Capital (資本金)
There is no minimum capital requirement for either company type, but the amount you register will affect your company’s credibility, banking and even eligibility for visas.
5. Founder(s) Details (発起人)
Names, addresses and personal details of the company founders (also known as incorporators) must be included. These individuals are responsible for preparing and signing the Articles.
6. Share Structure (for KK only)
For Kabushiki Kaisha, the Articles must define share classes, issuance rules, voting rights and how profits are distributed.
Optional but Commonly Included Items
- Fiscal year
- Appointment rules for directors or managers
- General meeting procedures
- Profit distribution policies
Pro tip: If any required section is vague or missing, you may need to file a formal amendment later, an expensive and time-consuming process. It’s best to get it right from the beginning.
Differences Between KK and GK Articles
While both KK and GK require Articles of Incorporation, the requirements and formality differ significantly between the two structures.
For a Kabushiki Kaisha (KK), the Articles must be notarized at a certified notary public office in Japan. This step adds both cost and formality to the process. KK Articles also require detailed provisions on share classes, issuance rules, shareholder rights and governance structure, including how directors and general meetings are handled.
In contrast, a Godo Kaisha (GK) follows a simpler, more flexible process. Notarization is not required and the Articles can be submitted directly to the Legal Affairs Bureau. GK Articles are often drafted more like a private contract between members, offering greater flexibility in structuring profit distribution, management authority and internal rules.
If you want speed and simplicity, GK tends to be the easier route. If formality and shareholder structure matter, KK may be more appropriate.
How to Draft and Submit the Articles
Drafting your Articles of Incorporation in Japan requires care, precision, and Japanese language skills. The document must be written in Japanese for it to be accepted by the Legal Affairs Bureau. While there are templates available online, blindly copying one can create legal or operational problems later. Customization to your specific business structure, goals and management setup is essential.
Submission Process: KK vs GK
- For Kabushiki Kaisha (KK): The Articles must be notarized by a Japanese notary public. Expect to pay around ¥50,000 in notarization fees, plus additional revenue stamps (typically ¥40,000).
- For Godo Kaisha (GK): No notarization is required. Once the Articles are complete, you can submit them directly to the Legal Affairs Bureau along with your company registration application.
In both cases, the Articles are part of a broader submission package, including founder details, capital information and registration forms. If any part is unclear or incorrect, the Bureau may reject the application or require revisions.
For a full step-by-step breakdown of what else you need to submit, see our Japan Company Incorporation Checklist.
Common Mistakes to Avoid
Even small errors in your Articles of Incorporation can lead to delays or rejections. Here are some of the most common mistakes to watch out for:
- Using a vague business purpose that doesn’t meet legal standards
- Leaving out the required “KK” or “GK” suffix in the company name
- Reporting capital incorrectly or inconsistently across documents
- Forgetting to notarize KK Articles, which is a legal requirement
- Submitting the Articles in English, they must be in Japanese for registration
Double-check everything before submitting. Small oversights can become costly fixes.
Conclusion
The Articles of Incorporation are more than just paperwork, they’re the legal blueprint for your company in Japan. Getting them right from the start ensures compliance, avoids costly delays and gives your business the flexibility it needs to grow. Whether you’re launching a GK or KK, clarity, precision and legal accuracy are non-negotiable.
Need help preparing or reviewing your Articles of Incorporation? WeConnect can guide you through every step. Get in touch to discuss the first steps.