Thai Companies Expanding into Japan, Part 3: Setting Up the Company — Articles, Capital, Registration, and the Bank Account

This is Part 3 of our six-part series on Thai companies expanding into Japan. With the entry vehicle decided in Part 1 and the FEFTA prior-notification analysis cleared in Part 2, the next step is actually setting up the Japanese company. Incorporation is often described as “draft the documents and file at the Legal Affairs Bureau,” but for a Thai parent that path runs through consular legalisation of the parent’s documents, timing alignment between FEFTA filings and capital remittance, beneficial-owner reporting back to the ultimate Thai shareholders, and a corporate bank-account opening process that is often the longest stage of all. This article reflects publicly available information as of April 2026.

Why “Just Incorporating” Is the Hard Part

A Japanese founder setting up a KK can finish in two to three weeks once paperwork is ready. A Thai parent setting up a wholly-owned subsidiary in Japan should plan for three to six months, because the steps that do not exist for domestic founders pile up:

Obtaining the Thai parent’s board resolution, certified company affidavit, and director signature certifications, then putting them through consular legalisation;
Synchronising the capital remittance from Thailand with the FEFTA prior notification covered in Part 2;
Filing the beneficial owner (BO) declaration alongside registration, tracing through to the ultimate Thai natural-person shareholder;
Opening the corporate bank account after registration, against tightened rules on physical office, business substance, and director in-person interview.

Treating these as administrative footnotes is exactly how new subsidiaries spend their first three months registered but not operational. The decisions matter at the setup stage too.

Kabushiki Kaisha vs Godo Kaisha — Confirming the Vehicle

Part 1 settled the vehicle in principle; here we lock in cost and time.

Item	Kabushiki Kaisha (KK)	Godo Kaisha (GK)
Registration tax (minimum)	JPY 150,000 (capital × 0.7%)	JPY 60,000 (capital × 0.7%)
Notarisation fee	JPY 30,000–50,000 (capital-based)	Not required
Stamp duty on electronic articles	Exempt (paper articles: JPY 40,000)	Same
Counterparty / bank credibility	High	Medium
Governance flexibility	High (board, auditors optional)	High (members are executive members)
Typical Thai-parent use case	Operating business, future IPO/M&A	Sales subsidiary, small footprint

A 100% Thai-owned sales or services subsidiary is well served by a GK. A KK is the safer bet where bank lending in Japan, large-enterprise procurement, future Tokyo listing, or a domestic M&A is contemplated — converting a GK to a KK later is doable but adds cost and time.

The Companies Act allows capital of JPY 1, but following the landing-criteria ordinance amendment effective 16 October 2025, the Business Manager visa now requires capital (or equivalent investment) of JPY 30,000,000 or more as a hard floor (covered in Part 4). The pre-reform safe harbour was JPY 5 million; the reform raises that to JPY 30 million and adds five further requirements — at least one full-time employee, Japanese language proficiency at CEFR B2 (e.g. JLPT N2) by the applicant or by an employee, three years’ management experience or a master’s/professional degree by the applicant, expert verification of the business plan by a Certified SME Management Consultant, CPA, or licensed tax accountant, and a prohibition on home-office configurations as a rule. For Thai-parent subsidiaries that contemplate a Business Manager visa, JPY 30 million should now be treated as the baseline capital level. Capital is also read as a substance signal in bank-account screening, where JPY 30 million also helps with credibility.

Thai Parent Documents and Consular Legalisation

The documents to assemble in Thailand for the Japanese registration are:

Document	Content
Board resolution	Approving the Japanese subsidiary, capital, director appointments, signing authority
Company affidavit	English-language extract issued by the Thai Ministry of Commerce (DBD)
Signature / passport certification	For the parent’s authorised signatory or the prospective Japan-side representative director
Parent articles of association	If required

The most important practical point is the authentication route. As of April 2026, Thailand is not yet a contracting party to the Hague Apostille Convention. Thai cabinet approval of accession was reported in December 2025, but the instrument has not been deposited and the convention has not entered into force for Thailand. Until it does, Thai documents bound for use in Japanese registration practice must follow the two-step chain:

Authentication at the Thai Ministry of Foreign Affairs, Department of Consular Affairs (Chaeng Watthana);
Consular legalisation at the Embassy of Japan in Thailand.

Plan two to four weeks from document issuance to fully legalised set: about one to two weeks at the Thai MFA, one to three business days at the Embassy. Japanese translations are mandatory for the registration filing, and the translator typically attaches a sworn statement attesting to accuracy.

If Thailand’s accession enters into force later, the chain collapses to a single Apostille. For deals that are not on the critical path, watching the accession timeline is worth the patience.

Japan-Side Setup — Representative Director and Registered Office

The residency requirement for representative directors was relaxed by the Ministry of Justice circular dated 16 March 2015 (Minji No. 29): registration is now permitted even where every representative director is non-resident in Japan. The legal barrier is gone, but practice still strongly favours having at least one Japan-resident representative director:

Most banks insist on an in-person interview at account opening;
Tax filings and social-insurance procedures repeatedly call for a domestic address;
Urgent decisions and physical sealing happen on short notice.

If Thai personnel will be deployed, the Business Manager visa (Part 4) is needed but does not have to be in hand at the registration date.

The registered office can technically be any business address, including a virtual office. But bank account opening will, in almost every case, require a physical office to be verifiable — a virtual-office-only setup deadlocks at the bank stage. A modest leased office, a coworking private room, or any genuinely contracted physical space is strongly recommended from day one.

Drafting and Notarising the Articles

The articles of incorporation of a KK must contain the mandatory items in Article 27 of the Companies Act: purpose, trade name, registered office, the value (or minimum value) of property contributed at incorporation, and the names and addresses of the founders.

Notarisation fees were rationalised in 2022 into three capital-based brackets:

Capital	Notarisation fee
Under JPY 1,000,000	JPY 30,000
JPY 1,000,000 to under JPY 3,000,000	JPY 40,000
JPY 3,000,000 and above	JPY 50,000

Note: under the Notarial Fee Order amendment effective 1 December 2024, a separate half-fee of JPY 15,000 applies where capital is under JPY 1 million, all founders are natural persons (three or fewer), the founders subscribe to all shares issued at incorporation, and no board of directors is established. For Thai-parent expansions where the founder is a corporate entity, the half-fee is unavailable, and the JPY 30,000–50,000 fees in the table above continue to apply.

Choosing electronic articles (PDF with electronic signature) waives the JPY 40,000 stamp duty that would otherwise apply to paper articles — this is now standard practice. Because the parent’s signing officers in Thailand often cannot obtain a Japanese-recognised electronic signature, a Japan-side counsel typically takes a power of attorney from the founders and runs the electronic notarisation on their behalf.

A GK requires no notarisation; the articles simply identify the members and the executive members.

Capital Payment

Because the company does not yet exist, no corporate account is available — capital is paid into the personal bank account of one of the founders, typically the parent’s signing officer or the prospective Japan-side representative director. Where the remittance falls under a FEFTA designated sector, the prior-notification review must be cleared first (Part 2). Reversing that order produces a “transaction during the prohibition period” — a clean breach with criminal exposure. This is the single most common scheduling error.

The proof of payment is assembled from the bank passbook (cover, relevant page, transfer line) plus a certificate from the prospective representative director. A long gap between payment and registration filing tends to draw additional questions, so the working norm is to file within one to two weeks of the payment landing.

Filing the Registration

Filings are made at the Legal Affairs Bureau with jurisdiction over the registered office. Three channels exist: paper, the online registration portal, and the One-Stop Incorporation Service routed through the My Number portal. The one-stop service consolidates tax and social-insurance filings into the registration step, but it presupposes a My Number card or commercial registration electronic certificate held by a Japan-resident representative. For Thai-parent subsidiaries it is realistically usable only when a Japan-resident representative director is on the team.

The principal attachments are:

Notarised articles of incorporation;
Founders’ resolution (or minutes);
Resolutions selecting the directors at incorporation and the representative director;
Certificate of capital payment;
Letters of acceptance from each director at incorporation;
Seal/signature certificates for each director at incorporation — for residents, issued by the local municipality; for non-residents, an equivalent certificate from the home jurisdiction with consular legalisation;
Filing of the corporate seal;
Registration tax receipt.

The beneficial owner (BO) declaration under Article 61 of the Commercial Registration Rules is filed alongside. The standard is the individual holding more than 25% of voting rights, directly or indirectly. For a 100%-Thai-owned subsidiary that means tracing through to the ultimate Thai natural-person shareholder — typically the family-business owner. Where the Thai parent is listed and there is no qualifying individual controller, the alternative reporting basis is used. The information should be assembled at the parent before the registration is filed.

Registration completes within one to two weeks of filing. The Certificate of Historical Matters (the registry extract) and seal card become available, and the National Tax Agency automatically assigns a 13-digit corporate number.

Post-Incorporation Filings

The day after incorporation triggers a sequence of short-deadline filings.

Authority	Filing	Deadline	Basis
Tax office	Notification of incorporation	Within 2 months	Corporation Tax Act art. 148
Tax office	Application for blue-form return	Within 3 months etc.	Corporation Tax Act art. 121
Tax office	Salary-payment office establishment	Within 1 month	Income Tax Act art. 230
Tax office	Qualified Invoice Issuer registration	By end of first fiscal year	Consumption Tax Act art. 57-2
Prefecture / municipality	Local incorporation notification	Per local rule	Local Tax Act
Pension office	Health and pension new application	Within 5 days of trigger	Health Insurance / Employees’ Pension Acts
Labour Standards Office	Labour insurance establishment	Within 10 days of hiring	Labour Insurance Premiums Act
Hello Work	Employment insurance establishment	Within 10 days of hiring	Employment Insurance Act

The qualified-invoice (invoice) regime that took effect on 1 October 2023 is critical for a new subsidiary. If the Qualified Invoice Issuer registration is filed by the end of the first fiscal year, registration is deemed effective from the incorporation date (Consumption Tax Act art. 57-2(2)). Almost every Japanese counterparty of a Thai-owned subsidiary is a taxable enterprise that requires a qualified invoice; missing the registration causes immediate friction with customers and is one of the top operational priorities post-incorporation.

Opening the Corporate Bank Account — The Hardest Step

Tightened enforcement of the Act on Prevention of Transfer of Criminal Proceeds since 2018, together with the April 2024 amendment (responding to FATF’s fourth-round mutual evaluation of Japan) which strengthened transaction-time verification (in addition to identification of the customer, mandatory verification of transaction purpose, occupation/business, and the identification of the beneficial owner; for higher-risk transactions, dual verification using the shareholder register and registry extract plus customer self-declaration), has made bank account opening for foreign-owned and newly incorporated companies materially harder. A further amendment scheduled for 1 April 2027 is expected to phase out image-only transmission and copy-mailing of identification documents in favour of My Number Card-based public personal authentication as a rule (Thai representatives generally do not hold a My Number Card, so in-person verification with the residence card and passport in original will become more important). After registration, account opening typically takes another two to eight weeks, and major-bank applications can run beyond two months.

Item	Content
Required documents	Registry extract, seal certificate, representative ID, BO declaration
Supporting	Business plan, customer list, lease, parent financials
Review period	2–8 weeks (longer at megabanks)
Common rejections	Virtual office only, non-resident representative, vague substance, BO opaque
Practical countermeasures	Physical office, parallel applications, in-person interview, detailed plan

The practical playbook:

Apply to megabanks, online banks, and regional banks in parallel. Some online and regional banks are relatively more open to foreign-owned and newly incorporated companies;
Prepare a detailed business plan with first-year revenue, named prospective customers, and intra-group flows with the Thai parent;
Make sure the representative director appears in person for the first interview;
Have draft contracts or LOIs with prospective customers ready;
Be ready to share the Thai parent’s financials and credit information.

Plan for one to three months from incorporation to a working corporate account. Bridge the gap with parent-funded reimbursements through a director’s personal account where necessary, but document everything carefully — the bank will look at it.

Timeline from Setup to Operations

D-90  Thai parent board resolution / Affidavit collection begins
D-75  Document legalisation completes (Thai MFA → Embassy of Japan)
D-60  Japan side: trade-name search, registered office, lease
D-45  FEFTA prior notification (designated sectors, see Part 2)
D-30  Articles drafted and electronically notarised
D-21  Capital paid into a founder's personal account (Thailand → Japan)
D-14  Director appointments, corporate seal, BO declaration prepared
D-7   Registration filing at the Legal Affairs Bureau
D-0   Registration complete; registry extract and corporate number issued
D+7   Tax office filings (five plus invoice registration)
D+10  Pension office, Labour Standards Office, Hello Work filings
D+14  Corporate bank account applications (multiple banks in parallel)
D+30 to D+90  Account opens; full operations begin

Common Pitfalls

Wrong authentication route for Thai documents — as of April 2026 Thailand is not yet an Apostille party, so the two-step Thai MFA / Embassy of Japan chain still applies;
Capital remittance arrives before FEFTA clearance — a “prohibition period transaction” breach;
Virtual-office-only incorporation — the most common cause of three-month bank-account deadlock;
BO declaration without ultimate-shareholder data — under-reporting is subject to administrative fines;
Missing the invoice-regime registration — losing the deemed-from-incorporation backdating damages customer trust;
All-non-resident representative director set-up — the in-person bank interview becomes impossible to schedule;
Vague business purpose in the articles — adding a regulated business later forces a costly purpose-amendment registration;
JPY 1 capital — both the Business Manager visa and the bank account read substance from capital, and minimal capital draws scrutiny on both fronts.

Don’t Forget the Thai-Side Steps

Run in parallel with the Japan-side:

Board resolution under the Thai Civil and Commercial Code authorising the outbound investment;
For public companies, a shareholders’ meeting where asset-threshold rules apply;
The BOT outbound direct investment report through an Authorized Agent (Part 2);
BOI’s Thai Overseas Investment Support Center (TOISC) as a resource where applicable.

Skipping these leaves the Japan-side incorporation formally complete but creates Thai exchange-control exposure that will surface later at additional capital injections or dividend repatriation.

Next in the Series

Part 4 turns to the immigration side: the Business Manager visa, materially overhauled on 16 October 2025, that allows the representative director and key management to be physically based in Japan. The new criteria require (1) capital of JPY 30 million or more, (2) at least one full-time employee (limited to Japanese nationals, special permanent residents, and Appendix II status holders), (3) Japanese language ability at CEFR B2 by the applicant or an employee, (4) the applicant’s three years’ management experience or a master’s/professional degree, (5) expert verification of the business plan by a Certified SME Management Consultant, CPA, or licensed tax accountant, and (6) no home-office in principle. We will work through each requirement against the incorporation scheme set up in this article. Existing visa holders have a three-year transitional window to 16 October 2028.

Contact

For Thai companies and Thai-capital investors going into Japan, JTJB’s Bangkok office (Thai-side document collection and legalisation) and the Kosada law firm in Tokyo (Japan-side incorporation, BO reporting, and bank-account strategy) work together as a single team across the entire setup workflow — from KK / GK selection through to a working corporate account. Early-stage planning consultations are welcome.

This article is for general informational purposes about Japan’s and Thailand’s legal systems as of April 2026 and does not constitute legal advice. Companies Act provisions, notarisation fees, the qualified-invoice regime, beneficial-owner reporting rules, and Thailand’s status under the Hague Apostille Convention are all subject to revision. For specific matters, please consult the latest statutes, notifications, and circulars and seek qualified professional advice. Thai-law matters are handled in collaboration with JTJB International Lawyers’ Thai-qualified attorneys.