B i Business S Sett up iin JJapan 12 March 2013 Jimmy Ng Special Investment Advisor ©2013 JETRO Types of Operations in Japan ©2013 JETRO 1. Representative office 2 B 2. Branch h Offi Office 3. Limited liability partnership (LLP) 4. Subsidiary y Company p y - Kabushiki-Kaisha (joint-stock corporation) - G d K i h (li Godo-Kaisha (limited it d liliability bilit company (LLC)) ©2013 JETRO [Types of Operations] Rep Office Branch LLP KK Legal Status - Foreign Entity Corporation Corporation Registration - Required Required Required Business Activity - Allowed Allowed Allowed Share Capital - - 2 yen or more 1 yen or more Credibility - < ᇞ < ᇞ < ○ Bank Account Individual Bank Account Corporate Account Corporate Account Corporate Account Law suits Could reach HQ Could reach HQ Do not reach HQ in principle Do not reach HQ in principle - Branch Representative Not legally stipulated At least 1 Ti Time required i d for f establishment 1d day A Approx. 1 month th A Approx. 2 – 3 months th A Approx. 1 – 3 months th Registration Cost - 400, 000 – 500, 000 JPY 400, 000 – 600, 000 JPY 600,000 – 650, 000 JPY Legal Registration Fees - 90 000 JPY 90,000 Min 60, 60 000 JPY Min 150, 150 000 JPY Income subject to corporate tax - Domestic source income Accounting - Aggregation with income in home country required Completed by accounting of Japanese partnership Taxation of repatriated funds - No taxation of repatriated funds after payment of corporate tax Taxation at source of dividends, interest and royalties Representative Director Global income Rep Office Branch Subsidiary (KK) LLP •Not a legal entity •Not subject to Japanese income taxes and no filing of income tax returns •Loss can be off set from the HQ’s income. •Common expenses accrued in HQ can be allocated to a branch office as long as the charges are g at arm’s length. •Remittance of profit to HQ is not subject to Japanese withholding income tax. •Easier to open bank accounts / rent offices •When parent company files tax returns in home country, no profit/loss from KK will be added to the parent company’s turnover •No foreign g tax credit will be applied to the parent company. •All liabilities are contained within the KK, and the parent company is not affected. •Not necessary to have board meetings •Responsibility of membership is limited •Profit can be distributed according to voluntarily determined rate •Net loss can be deducted from individual members’ taxable income •NOT allowed to engage in any commercial transactions Activities are restricted to •Activities storing; purchasing goods; collecting and supplying information for HQ; advertising; market research. •Internal charges (internal interest or royalties) are not allowed to be levied to the branch •Not as good as a KK in terms of recruitment and consumer image •More difficult to open bank accounts and to rent offices •When HQ file tax returns in home country, a profit /loss from branch will be added to the HQ’s turnover. • A subsidiary’s loss cannot be off set from the parent company’s income. •Remittance of profit is treated as dividend, and is subject to Japanese withholding income tax. •Directors’ bonuses are not deductible expenses under Japanese corporate tax law. •Cannot be a publicity traded entity Not allowed to be •Not converted to KK •All membership must participate in the business •Not easy to obtain bank financing P Provide id advice d i on market k t entry t ©2013 JETRO Starting Business operation in Japan p ©2013 JETRO ©2013 JETRO [Initial Cost Estimation (in Tokyo)] KK Branch 5,380 – 16,130 (6,670 ~ 20,000) Short-term housing and temporary office (3 (3-month th rent, t temporary t office ffi & housing) h i ) Obtaining visas Company establishment and tax notices 2,420 (3,000) 1,885 (2,340) 62,265 (77,200) 5,910 (7,330) (incl de 5 million Yen , S$66,667 (include S$66 667 Paid in Capital) Hiring local personnel (one local manager with 10 million Yen annual compensation) 32,250 (40,000) (30% commission fees to the recruitment agent) Setting up a permanent office 38,000 (47,125) Setting up permanent housing (for foreign national) 10,760 (13,345) TOTAL ©2013 JETRO 151,180 – 161,835 (187,340 ~ 200,675) 94,200 – 104,950 (116,810 ~ 130,140) All figures shown in $US; $US1.00=JPY93 (S$1.00 = JPY75) [Comparison in other business regions] As of August 2010 ©2013 JETRO JETRO: Your gateway to Japan ©2013 JETRO [Introduction] JETRO, or the Japan External Trade Organization, is a government-related organization that works to promote mutual trade and investment between Japan and the rest of the world. Originally established in 1958 to promote Japanese exports abroad, JETRO's core f focus in i the th 21 21stt century t has h shifted hift d ttoward d promoting ti foreign f i direct di t iinvestment t t iinto t Japan and helping small to medium size Japanese firms maximize their global export potential. The JETRO representative office in Singapore today actively encourages foreign companies to invest and do business in Japan while supporting the efforts of Japanese small and medium medium-sized sized enterprises (SMEs) in the region region. ©2013 JETRO [JETRO Global Network] Overseas Offices: 73 (55 countries) Domestic Offices: 36 With more than 70 overseas offices in over 50 countries, JETRO provides companies around the world with a direct link to business in Japan. And the 36 JETRO offices (HQ in Tokyo & g Japan p make it easy y for foreign g firms to g get timely y and accurate Osaka)) located throughout information about specific regions, markets and prefectural incentive programs. ©2013 JETRO [How does JETRO help] Invest Japan Business Support Center(IBSC) ©2013 JETRO [How does JETRO help] Invest Japan Business Support Center(IBSC) Consulting Services ● Market advice ● Laws and regulations ● National and local government incentives ● Cost simulation Examples of consultation •Market and industry information •Information I f ti on relevant l t legal l l systems t •Cost estimates •Taxation, labor and legal issues •Obtaining residence status and visas •Information on incentives from national and ● Incorporation procedures oca go governments e e s local ● Employment and labor issues •Establishing an office •Finding human resources •Finding Fi di an office ffi location l ti •Support for Participation in Japan Trade Fairs •Networking with potential business partners Invest Japan Business Support Center(IBSC) Facilities ● Free temporary office spaces ● Well-stocked library ● Multipurpose hall & conference rooms Temporary office space offered free of charge Tenancy Eligibility: Foreign company considering to start a business in Japan Tenancy period: Up to 50 business days in principle (The period can be extended as required, but a tenancy fee will be charged.) Tenancy fee: Free (Deposit and communication fee are required.) Equipment: Desks,chairs,telephones,fax machines and broadband connections ©2013 JETRO Common facilities: Conference rooms, multipurpose hall, business library [Window to Japan Local Authorities & Government’s Incentive Schemes ] Incentives for Promoting Asian Site Location Asia Business Location Bill The Competent Authorities The Japanese government will take support measures for certified global companies, including tax breaks and patent fee exemption exemption, in order to motivate global companies to locate their R&D facilities or regional headquarters in Japan. Ministry of Economy, Trade and Industry Subsidy Program for Projects Promoting Asian Site Location in Japan The Competent Authorities Establishment of R&D facilities OR Regional Headquarters in Japan by Global Companies Ministry of Economy, Trade and Industry Eligible Costs: Survey design costs, Facility costs, Equipment costs, Facility rental fee Subsidy Rates/Maximum Amount: -up to t 1/2 for f SMEs SME -up to t 1/3 for f non-SMEs SME -up to t 2/3 for f disaster di t afflicted ffli t d areas Incentives regarding Special Zones Comprehensive p Special p Zones The Competent p Authorities Special regulatory measures, tax reduction, etc. are available for companies with business plans in designated 7 zones. *Hokkaido, Ibaraki, Tokyo, Kanagawa, Aichi/Gifu, Kyoto/Osaka/Hyogo, Fukuoka has been selected Regional Revitalization Bureau, Cabinet Secretariat Special Zones for Reconstruction The Competent Authorities Special regulatory measures, tax reduction, etc. are available for companies with business plans in disaster afflicted areas. *Disater afflicted areas are stipulated in the Act on Special Provisions of Article 3 of the Public Finance Act Ministry of Economy, Trade and Industry ©2013 JETRO Immigration Treatment Incentive Points-based Points based preferential immigration treatment for highly skilled foreign professionals The Competent Authorities Under the points-based system, foreign professionals who earn 70 points or more will be recognized as "highly skilled foreign professionals" and will be given preferential immigration treatment. Immigration Bureau, Ministry of Justice Other Government Subsidies z The Innovation Center Establishment Assistance Program zSubsidy for Industry Reconstruction in Ibaraki Ibaraki, Tochigi and Miyagi zThe Innovation Center Establishment Assistance Program zProjects Promoting Domestic Location of Innovative, Low-carbon Technology-Intensive Industries zSubsidy Program for Domestic Site Location zSubsidy for Industry Reconstruction in Fukushima Prefectural and Municipal Incentives http://www.jetro.go.jp/en/invest/incentive_programs/ ©2013 JETRO [Recent Success Story from Singapore Supported by JETRO] n JETRO’s support: ¾ Factory search o at o p provision o so o on sett setting g up ¾Information ¾Introduced to subsidy for the establishment of new business facilities in the prefecture ¾Introduced staffing agencies April 28, 2011 Selected as one of the companies eligible for the “Japanese Fiscal Year 2010 Subsidy Program for Projects Promoting Asian Site Location in Japan ©2013 JETRO More than 350 Singaporean companies utilized JETRO’s support & services. We can help you start a business in Japan CONTACT US!! Tel: 6221-8174, 7 Email: [email protected] ©2013 JETRO
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