Guides

Japan Office for a US Startup: Rep Office vs Branch vs KK/GK

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

Short answer: A representative office can do market research, information gathering, purchasing and advertising. It cannot make sales, and it does not need to be registered (JETRO). Once you plan to do business in Japan on a continuing basis, you have two choices. One is to register the US company as a foreign company, usually with a branch. The other is to set up a Japanese subsidiary, either a KK or a GK (Ministry of Justice). With a branch, the US parent has unlimited liability for the branch. With a KK or GK, the parent's risk is limited to what it invests (JETRO).

What can each type of office legally do?

Representative office Branch KK (Kabushiki-Kaisha) GK (Godo-Kaisha)
Sales and contracts Not allowed. Limited to market research, information gathering, purchasing and advertising Allowed after registration Allowed Allowed
Registration Not required Required Required Required
Separate legal entity No No. The parent is liable Yes Yes
Parent's liability — Unlimited Limited to its investment Limited to its investment
Bank account in its own name Not ordinarily. The head office or a representative signs instead Yes, after registration Yes Yes
Minimum capital — None ¥1 ¥1
Annual shareholders' meeting — Not required In principle, required every year Not required
Can issue shares to the public — No Yes No
Profit sharing — — In proportion to ownership Can differ from ownership if the articles say so

Sources: JETRO, Types of operation; JETRO, Comparison table; JETRO, Procedures. A GK has more freedom to set its own rules in its articles, and it does not have to publish its financial results (JETRO).

When does a US company have to register in Japan?

You must register as soon as you intend to do business in Japan on a continuing basis. You need at least one "representative in Japan" whose address is in Japan (Ministry of Justice).

How much does registration cost? (Checked October 2026)

Registration license tax:

A KK's articles of incorporation must be certified by a Japanese notary. JETRO's list of GK steps does not include this (JETRO). Notary fees and professional fees are not included above.

How long does setup take?

JETRO gives these rough times, counted from when you decide the company's or branch's basic details (JETRO):

Since March 17, 2020, fully online applications to register a new company that meet certain conditions are processed within 24 hours (JETRO).

How do you choose? (Steps)

  1. Decide whether you will sell in Japan yet. If you are only doing research or marketing, a representative office is enough. Before you sign sales contracts in Japan, plan to register (JETRO; Ministry of Justice).
  2. Decide how much liability the US parent can carry. If the parent should not be directly liable for Japanese operations, choose a KK or GK over a branch (JETRO).
  3. Think about future funding. Only a KK can offer shares to the public. A GK cannot (JETRO).
  4. Compare governance work. A KK in principle has to hold a shareholders' meeting every year. A GK does not (JETRO). A GK also does not have to publish its financial results (JETRO).
  5. Check foreign investment filings. The KK procedure includes a prior notification of the stock acquisition to the Bank of Japan, and in some sectors this notification may be needed before the company is set up. The branch procedure includes a prior notification to the Bank of Japan, depending on the industry (JETRO). Which filing applies depends on your business sector.
  6. If a founder will move to Japan, check the visa rules early (see FAQ).
  7. Bring in professionals: - a judicial scrivener (shiho-shoshi) for registration - a Japanese tax accountant (zeirishi) and a US tax advisor for how a branch or subsidiary is taxed in each country - an immigration specialist (gyoseishoshi or lawyer) for visas - a Japanese lawyer (bengoshi) for contracts

FAQ

Can a representative office sign contracts with Japanese customers?

No. A representative office cannot do sales. It also cannot ordinarily open a bank account or rent property in its own name, so the US head office or a representative signs those agreements (JETRO).

Is a branch cheaper than a subsidiary?

On registration tax alone, a branch costs ¥90,000 (Legal Affairs Bureau). That is more than a GK's ¥60,000 minimum and less than a KK's ¥150,000 minimum (National Tax Agency). The bigger difference is that the US parent has unlimited liability for a branch (JETRO).

KK or GK: which is better for a startup?

A KK can issue shares to the public. A GK cannot, but it does not need an annual members' meeting (JETRO), and it does not have to publish its financial results (JETRO). If you expect to raise money from investors, discuss the choice with a Japanese lawyer or tax accountant before you incorporate.

What is the minimum capital for a KK or GK?

The legal minimum is ¥1 (JETRO). The founder visa rules below are separate and require much more.

Can a US founder get a visa to run the Japan entity?

The "Business Manager" status of residence was changed on October 16, 2025. Requirements now include (Immigration Services Agency): - at least ¥30 million in capital - at least one full-time employee - Japanese at about B2 level (for example, JLPT N2), held by either the applicant or that employee - either 3+ years of business management experience, or a doctorate, master's or professional degree in management or a related field

Each case is different, so ask an immigration specialist (checked October 2026).

Do we need to register if we don't have an office in Japan?

Yes, if you do business in Japan on a continuing basis. You need a representative in Japan and a foreign company registration, even without an office (Ministry of Justice).

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.