KK vs GK in Japan: Which Should a US Parent Choose?

Last checked: 2026-10-30 ・ Researched and written by AI from official sources. Published by Spooling Dreams.

Short answer: A GK (godo kaisha) costs less to set up and has fewer formal rules. Its registration license tax minimum is ¥60,000, compared with ¥150,000 for a KK, and its articles need no notary certification (NTA; MOJ). A KK (kabushiki kaisha) is the more familiar corporate form in Japan and follows stock-company governance rules. For a US parent, the biggest difference is often US tax. A KK is always treated as a corporation for US federal tax purposes (26 CFR 301.7701-2(b)(8)). A GK is an "eligible entity," so it can use Form 8832 to choose its US classification: corporation, partnership, or disregarded entity (IRS). Choose a GK if cost, simplicity or US tax flexibility matters most. Choose a KK if you expect to issue shares to outside investors, or if your Japanese counterparties expect the KK form.

How do the setup costs compare?

All figures below were checked in October 2026.

Cost item	KK (kabushiki kaisha)	GK (godo kaisha)
Registration license tax	0.7% of capital, minimum ¥150,000 (NTA)	0.7% of capital, minimum ¥60,000 (NTA; MOJ)
Notary certification of articles	Required. ¥30,000 if capital is under ¥1M, ¥40,000 for ¥1M to under ¥3M, ¥50,000 for ¥3M and above (Japan National Notaries Association)	Not required (MOJ)
Stamp duty on articles	¥40,000 for paper articles. None for electronic articles (JNNA)	—

A reduced KK notary fee of ¥15,000 has applied since December 1, 2024. It covers only KKs with capital under ¥1M that also meet all three of these conditions: every promoter is a natural person and there are no more than three of them, the promoters take all the shares issued at incorporation, and the articles do not set up a board of directors (JNNA). If your US parent company is the promoter, the reduced fee does not apply.

How does governance differ?

Topic	KK	GK
Owners	Shareholders. Each shareholder's liability is limited to the subscription price of its shares (Companies Act Art. 104)	Members, all with limited liability (MOJ)
Minimum officers	At least one director (Companies Act Art. 326)	If a corporation (such as the US parent) is an executive member, it must appoint an individual to perform that role and tell the other members that person's name and address (Art. 598)
Director term	By default, a term ends at the annual shareholders' meeting for the last business year ending within 2 years of election. A non-public company can extend this to up to 10 years in its articles. This option is not available to companies with an audit and supervisory committee or a nominating committee (Art. 332)	Article 332 is a stock-company rule
Annual financial disclosure	Must publish its balance sheet without delay after the annual shareholders' meeting. Large companies must also publish the income statement (Art. 440)	Article 440 is a stock-company rule
Japan-resident representative	Not required. Since March 16, 2015, MOJ accepts registration of a stock company even if none of its representative directors lives in Japan (MOJ)	The MOJ page linked here covers stock companies only. Confirm the GK rules with a judicial scrivener

How should a US parent think about US tax?

KK: "Japan, Kabushiki Kaisha" is on the list of per se corporations, so a KK cannot elect a different US classification (26 CFR 301.7701-2(b)(8)).
GK: An "eligible entity." Because all of its members have limited liability, its default US classification is a corporation ("association") (26 CFR 301.7701-3(b)(2)). It can file Form 8832 to elect a different classification (IRS).
Election timing: The effective date of an election can be no more than 75 days before the filing date and no more than 12 months after it. After an election changes the classification, the entity generally cannot change it again by election for 60 months (26 CFR 301.7701-3(c)(1)).

Whether an election helps depends on your company's overall tax position. Confirm it with a US CPA or tax attorney who handles international tax before you incorporate, because the timing limits above apply.

How to decide: steps

Check US tax first. Ask your US international tax advisor whether you need the GK's election option.
List your funding plans. If you might bring in Japanese investors, issue stock options, or list on an exchange, discuss the KK form with a Japanese corporate lawyer (bengoshi).
Ask your counterparties. Ask key customers, banks and recruiting partners whether they prefer one form.
Compare total cost. Add up the setup costs in the table above plus ongoing work, such as director re-elections and the public financial notice for a KK.
Plan for change. A GK can later convert to a KK. This requires the consent of all members (unless the articles say otherwise) and creditor protection procedures (Art. 781).
Register. A judicial scrivener (shiho shoshi) can handle the registration. A Japanese tax accountant (zeirishi) can handle tax filings after setup.

FAQ

Is a GK seen as less credible than a KK in Japan?

Some counterparties may know the KK form better. Legally, though, the owners of both forms have limited liability (Art. 104; MOJ). Ask your own key partners rather than assuming.

Can the US parent be the only owner?

For a GK, yes. The Companies Act lists having no members left as a reason for dissolution, so a GK can operate with one member (Art. 641). If the US parent is the executive member, it must appoint an individual to perform those duties (Art. 598). For a KK with a single shareholder, confirm the details with a judicial scrivener or Japanese corporate lawyer.

Do we need someone living in Japan to register the company?

For a KK, no. Since March 16, 2015, MOJ accepts registration even if none of the representative directors lives in Japan (MOJ). For a GK, confirm with a judicial scrivener. Bank accounts and visas are separate questions. For visas, ask an immigration lawyer or a gyoseishoshi.

Can a KK be treated as a disregarded entity for US tax?

No. A KK is a per se corporation under US regulations (26 CFR 301.7701-2). Only an eligible entity such as a GK can make a Form 8832 election (IRS).

Can we start as a GK and switch to a KK later?

Yes. A GK can convert to a KK through the organizational change procedure, which requires member consent and creditor protection steps (Art. 781). Before you convert, ask a US tax advisor how the conversion would be treated for US tax.

Sources

General information only, not legal, tax or immigration advice. Rules change, so confirm with the official source and a licensed professional before you act.