The two main private company structures in Japan are the kabushiki kaisha (KK, a stock company) and the godo kaisha (GK, a limited liability company). Foreign groups commonly use a KK for scale and recognition, or a GK for a simpler, lower-cost subsidiary. Both are registered with the Legal Affairs Bureau and are treated as domestic corporations for tax purposes.

Compliance involves the Legal Affairs Bureau for the commercial register, the National Tax Agency and local tax offices, the Japan Pension Service and labour offices for social insurance, and, for foreign-owned companies, the Bank of Japan and the Ministry of Finance for certain foreign exchange and investment notifications. Japan favours accuracy and punctuality, and filing is largely based on written forms and electronic systems such as e-Tax.

This guide explains the annual cycle for a KK or GK owned by a foreign group. Updated November 9, 2026. Tax rates, surtaxes and electronic filing requirements are updated by annual tax reform, and secondary sources do not always agree on effective dates, so confirm specific dates with the tax office, a judicial scrivener or a Japanese tax accountant.

Entity compliance Japan: the quick answer

• File the final corporate tax, local corporate tax and consumption tax returns within two months after the end of the fiscal year, with a one month extension for corporate tax available by application.

• Hold a general meeting of shareholders within three months of year-end for a KK and approve the financial statements, and notify the register of required changes.

• Re-register directors and update the commercial register whenever the term of office ends or the registered particulars change.

• File monthly withholding tax, make interim tax payments where the fiscal year is longer than six months, and meet employment insurance and social insurance duties.

What determines a company's compliance requirements?

The type of company, size, number of employees and activity drive the requirements. A KK must have at least one director, and the board structure depends on whether the company has a board of directors, auditors or accounting auditors. A GK is managed by members and has fewer formalities, though it also needs annual accounts and tax filings.

Taxpayer status is also important. Companies with more than a certain amount of capital are treated as large corporations for certain taxes, and the consumption tax registration system depends on the base period turnover. The fiscal year can be chosen by the company, with March a common year-end in Japan, but many foreign subsidiaries align with the parent.

Annual entity requirements in Japan: the core checklist

1. Annual shareholders' meeting

A KK must hold an ordinary general meeting of shareholders within three months after the end of the fiscal year, in practice often by late June for a March year-end. The meeting approves the financial statements, elects directors and decides dividends. A GK does not have the same formal meeting requirement, but members should approve the accounts and distributions.

2. Financial statements and audit

Directors prepare financial statements under Japanese corporate law and accounting standards. Large companies, with capital of at least JPY 500 million or liabilities of at least JPY 20 billion, must appoint an accounting auditor. Smaller companies are not subject to a statutory audit, although parents often require one for group reporting. Public notice of the balance sheet is required in some cases.

3. Commercial register updates

Changes to registered particulars, such as directors, address, business purpose or capital, must be registered within two weeks of the change. Directors' terms are generally up to two years for a KK, extendable to ten years if the articles allow for private companies, and re-registration is required even when the same person continues. Failure to register can lead to administrative fines on the representative director.

4. Corporate tax filing

The final return is filed within two months after the fiscal year-end, and a request to extend the corporate tax filing deadline by one month can be submitted. The tax payment is still due on the original date, so interest applies to any extension. Companies whose fiscal year is longer than six months must file an interim return and pay interim tax, generally within two months of the first six months.

5. Consumption tax return

Consumption tax is filed within two months of the end of the fiscal year, with interim payments for larger taxpayers. Companies that are taxable must issue qualified invoices if they want their customers to claim input tax credits. Foreign-owned subsidiaries should confirm their registration status and invoice number with the tax office.

Tax and indirect tax obligations

The national corporate tax rate is 23.2 percent on the standard base, with a lower rate for small and medium companies on the first part of income. Local taxes, including enterprise tax, inhabitant tax and local corporate tax, bring the effective rate to about 30 percent in major cities. One source indicates a defense special corporate tax of 4 percent on national corporate tax from fiscal years beginning on or after 1 April 2026, so confirm its application to your year-end with a tax adviser.

Consumption tax is 10 percent, with an 8 percent reduced rate on certain food and newspapers. Registration is required once the taxable sales in the base period exceed JPY 10 million, and a voluntary registration is common for companies that need to issue qualified invoices. Withholding tax on salaries and fees is paid monthly, generally on the 10th of the following month, with semi-annual relief for small payers. Japan also levies stamp duties, property taxes and a registration and licence tax.

Foreign-owned subsidiaries

Foreign-owned subsidiaries are subject to the same filing duties and to transfer pricing rules. Larger groups must prepare transfer pricing documentation, and master file and country-by-country reports may apply to multinational groups. Thin capitalisation and earnings-stripping rules limit interest deductions on related-party debt.

Dividends paid to a foreign parent are subject to withholding tax, generally 20.42 percent domestically but reduced by treaties, with a treaty relief application. The Foreign Exchange and Foreign Trade Act requires certain notifications to the Ministry of Finance and the Bank of Japan, including for inward direct investment in sensitive sectors, so confirm the applicable pre- or post-investment notification.

First-year and event-triggered obligations

In the first year, incorporate the company, register with the tax office, notify the establishment of the company, elect a tax filing method for blue return status, register with social insurance and labour offices, and open a bank account. Foreign representatives may need a business manager visa, and the company should check the office and capital requirements for it.

Event-driven filings include changes of directors, address, business purpose, share capital, mergers, name changes, and dissolution and liquidation. A company that has not registered changes for years can face fines and a deemed dissolution if it has been dormant for a long period.

Employment and local requirements

Employers must enrol eligible employees in health insurance, employees' pension, employment insurance and workers' accident insurance, withhold income tax monthly, and conduct year-end adjustments for employees, usually in December. The Labour Standards Act regulates working hours, overtime, annual leave and dismissal, and employers with ten or more employees must have rules of employment filed with the labour standards office. Annual payment reports and resident tax filings are due around January. Foreign employees need appropriate visas, and the company has duties to report their employment.

Record-keeping and governance in Japan

Keep the articles of incorporation, minutes of shareholders' and directors' meetings, register of shareholders, accounting books, tax returns and supporting documents. Tax and accounting records are generally kept for seven years, and ten years for net operating losses carried forward. The company seal registration (jitsuin) and its corporate seal certificate matter for contracts and banking, so maintain control over who holds the seal and keep a log of its use. Provide the Legal Affairs Bureau with updated information whenever the representative director changes.

Build a compliance calendar for Japan

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• Within two weeks of any change: register changes in directors, address or other particulars.

• 10th of each month: withhold tax on salaries and fees.

• Within three months of year-end: hold the shareholders' meeting (KK).

• Within two months of year-end: file corporate tax and consumption tax returns, unless the one month corporate tax extension is approved.

• Within two months of the first six months: interim return where the fiscal year is longer than six months.

• December and January: year-end adjustment and annual payment reports.

Common mistakes

• Forgetting to re-register directors when their term ends even though nothing has changed.

• Paying tax late because the one month filing extension does not extend the payment date.

• Missing the three month shareholders' meeting deadline for a KK.

• Not registering for consumption tax or invoices in time to support customer credits.

• Failing to check foreign exchange notifications for investments and loans from the parent.

• Losing control of the corporate seal or not keeping a log of its use.

Entity compliance Japan: frequently asked questions

What are the main private company types in Japan?

The kabushiki kaisha (KK) and the godo kaisha (GK) are the two main structures, and foreign groups use either for a subsidiary.

When are Japanese corporate tax returns due?

Corporate tax and consumption tax returns are generally due within two months of the fiscal year-end, with a one month extension for corporate tax available on request.

When must a KK hold its general meeting?

Within three months of the end of the fiscal year, which is usually late June for a March year-end.

Do directors need to be re-registered?

Yes. Directors' terms end after a fixed period, and the commercial register must be updated even when the same person is reappointed.

What is the Japanese consumption tax rate?

The standard rate is 10 percent, with an 8 percent reduced rate for certain goods, and registration depends on turnover in the base period.

Does a foreign-owned company need extra notifications?

Possibly. Foreign exchange rules require notifications for some inward investments and loans, and treaty relief for dividends needs an application.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.