Godo Kaisha (GK Co) Registration

Japan Godo Kaisha (GK Co), Limited Liability Company(LLC) Registration, Incorporation, Formation. Setting up a Godo Kaisha (GK Co) in Japan. Opening up a legal entity (GK Co)/LLC and business presence in Japan.

A Godo Kaisha, commonly abbreviated GK, is defined under the “Companies Act of Japan.” GK is a comparatively new type of company introduced in the Companies Act of Japan” in May-2006. GK is similar to the UK’s Private Limited Company (Ltd) or the American Limited Liability Company (LLC).

A Godo Kaisha can be registered in the English alphabet, i.e., ABC Consulting “合同会社” (“Godo Kaisha”) must be registered in the Japanese kanji characters. Promoters/Investors in GK are called “Members” (社員, shain), and each member provides a capital/equity contribution. Members(investors) of a GK have limited liability, similar to a Kabushiki Kaisha(KK) shareholders. Each member’s liability to the company is limited to the amount they have invested.

Godo Kaisha (GK) Registration: An individual and or a company can incorporate a GK. A foreign entrepreneur or a corporation can register a Godo Kaisha (GK) in Japan without a “Local Resident in Japan” under the amendment in the Companies Act introduced in March-2015.

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GK registration without Japan Resident

The tax structure is similar for GK and other legal entities in Japan, such as KK. On the other hand, a GK is a company with considerable flexibility concerning decision-making methods for operations, management, distribution of profits, and related issues.

"Local Resident in Japan" is not a must to register a Godo Kaisha (GK) in Japan under the amendment in the Companies Act introduced in March-2015. Only a Japan address is necessary for a GK registration/incorporation in Japan.

Japan Godo Kaisha (GK) / LLC Incorporation, Registration, Formation Services

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Promoters/Investors: All Members(Promoters/Investors) in GK are “Representatives of the Company” by default unless Executive Manager has been appointed. The Members in GK may choose one or more Executive Manager(gyōmu shikkō shain [業務執行社員]) from among their ranks. The Executive Manager (gyōmu shikkō shain) can be either an Individual or a Corporation. However, in the case of “Corporate Executive Managers,” it must appoint at least one functional manager (shokumu shikkō sha[職務執行者]) to perform the actual management duties. The legal duties of GK Co-Executive Managers are similar to the responsibilities of KK Co-Directors.

The American companies also prefer a GK in the form of a subsidiary company in Japan by the Check-the-box Regulation under the U.S. tax law. They can enjoy a pass-through treatment concerning the GK’s profits and losses under U.S. taxation.

A Godo Kaisha (GK) in Japan can convert to a Kabushiki Kaisha (KK) with the unanimous consent of all of its members.

The features of Godo Kaisha (GK)/Limited Liability Company(LLC) at a glance:

Capital: 1(one) yen or more
Members(Promoters/Investors): 1(one) or more
Corporation as a Member: Possible
Liability of Member: Limited to the amount of investment/equity participation
Executive Manager(Director): 1(one) or more. In principle, all Members are Executive Manager, but maybe stipulated otherwise in "Articles of Association." The Executive Manager (gyōmu shikkō shain) can be either an Individual or a Corporation. In the case of the Corporation, it must appoint at least one functional manager (shokumu shikkō sha) to perform the actual management duties. The role is similar to the responsibilities of Directors in KK
Legally stipulated term of office of Executive Manager: No legally defined term
Transfer of equity(share): Unanimous consent of members (equity holders) is required
Resident in Japan: A foreign entrepreneur or a corporation can register a Godo Kaisha (GK) in Japan without a "Local Resident in Japan" under the amendment in the Companies Act introduced in March-2015
Registered Office: A local address in Japan is required (physical address and not a PO Box)
Company Secretary: Not required
Yearly Tax Return Filing: Mandatory
Yearly Auditing of Accounts: Not Required

Time-frame for registration: Depends on the structure of promoters/investors, executive managers/officers, etc. Upon applying to Legal Affairs Bureau for registration, it takes about 2(two) weeks to obtain a company registration certificate.

Godo Kaisha (GK) registration procedures, steps, flowchart, and incorporation timeframe: please refer to the registration flowchart of GK

Godo Kaisha (GK) verses Kabushiki-Kaiska (KK) - Comparison At a Glance

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