Limited Liability Company (GK)
合同会社 (Godo Kaisha)
Constitución de empresa en Japan
The GK is best suited for: Small businesses and solo entrepreneurs seeking a simpler, lower-cost structure, Foreign companies establishing a Japanese subsidiary with no plan to raise external capital, Holding companies and asset management vehicles, Freelancers and consultants who want limited liability without the overhead of a KK. A GK is treated as a corporation for Japanese tax purposes and is subject to the same national, prefectural, and municipal taxes as a KK. The combined effective tax rate is 30–34%. The small company reduced rate of 15% applies to the first JPY 8 million of taxable income if the company has capital of JPY 100 million or less. Consumption tax obligations are the same as for a KK. One notable point: a GK can elect to be treated as a pass-through entity for US tax purposes under the US "check-the-box" rules, making it a popular choice for US-based investors and companies structuring their Japanese operations.
- Small businesses and solo entrepreneurs seeking a simpler, lower-cost structure
- Foreign companies establishing a Japanese subsidiary with no plan to raise external capital
- Holding companies and asset management vehicles
- Freelancers and consultants who want limited liability without the overhead of a KK
Datos clave
Proceso de constitución paso a paso
Prepare the Articles of Incorporation (Teikan)
Draft the Articles of Incorporation specifying the company name (which must include 合同会社), business purposes, registered office, capital contributions, and the names of members. Unlike a KK, the GK articles do not require notarization.
Deposit capital and obtain proof
Each member deposits their capital contribution into a personal bank account. Obtain a bank statement or certificate of deposit as proof of payment.
Prepare company seals (Hanko)
Order the representative seal and other business seals. The same seal types as a KK are recommended: representative seal, bank seal, and corporate seal.
Register with the Legal Affairs Bureau
Submit the incorporation application to the Legal Affairs Bureau with the articles, proof of capital, member details, seal registration form, and the registration license tax of JPY 60,000 (or 0.7% of capital, whichever is greater). No notarization step is required, which saves both time and cost.
Post-registration filings
Notify the tax office, prefectural tax office, and municipal tax office. Register for social insurance and labor insurance if hiring employees. Open a corporate bank account.
Documentos requeridos
- Articles of Incorporation (Teikan) in Japanese
- Passport copies and proof of address for all members
- Proof of capital deposit (bank statement)
- Registered office address in Japan
- Company seal registration form
- Consent of members to act as executive members (if applicable)
Resumen de costos
Tratamiento fiscal
A GK is treated as a corporation for Japanese tax purposes and is subject to the same national, prefectural, and municipal taxes as a KK. The combined effective tax rate is 30–34%. The small company reduced rate of 15% applies to the first JPY 8 million of taxable income if the company has capital of JPY 100 million or less. Consumption tax obligations are the same as for a KK. One notable point: a GK can elect to be treated as a pass-through entity for US tax purposes under the US "check-the-box" rules, making it a popular choice for US-based investors and companies structuring their Japanese operations.
Ventajas y desventajas
- Lower setup cost than a KK — registration license tax is JPY 60,000 versus JPY 150,000, and no notarization fee is required
- No requirement to notarize the articles of incorporation, simplifying and speeding up the process
- Flexible profit distribution — profits can be allocated in any ratio agreed by members, not necessarily proportional to capital contributions
- Simpler governance structure with no requirement for a board of directors or statutory auditors
- Same limited liability protection as a KK
- Increasingly accepted by Japanese banks and business partners as a legitimate corporate form
- Less recognized and less prestigious than a KK — some traditional Japanese companies may prefer to do business with a KK
- Cannot issue shares — not suitable for raising equity investment or pursuing an IPO
- If a member wishes to transfer their interest, all other members must consent (unless the articles provide otherwise)
- Converting a GK to a KK later requires a formal organizational change procedure
- Foreign founders still need to navigate the seal system and Japanese-language filing requirements
Otras estructuras en Japan
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ComenzarThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.