How to launch a company without depending others

Hello. This is Irino, a strategy consultant.

When you launch a company, you can ask specialists to do all the necessary procedures of registration for you. Also, you can do everything on your own if you choose to do so. First, please try to grasp what kind of steps you need to take by reading through the outline. I am going to briefly explain the steps an office worker will be taking when he decides to go independent and register a joint-stock corporation. It will take at least two weeks to complete this task. If you have all the necessary document templates with you, then you require about 7 man-days for the task. Try to start the task 25 days prior to the scheduled launch date of your company so you will have enough spare time.

I will summarize whether to launch a company on your own or to seek the help of specialists at the end.

Various procedures an individual needs to do

■　Receive a letter of separation from the company you retired

Ask your former company to send you a letter of separation to your house. It usually will be ready in about a week or so.

■　Apply for unemployment benefits as soon as possible

Go to a government-run employment agency with your letter of separation and tell them that you’ve come to apply for unemployment benefits. The benefits will start to be calculated from the date you applied, so make sure you go apply as soon as possible when you receive your letter of separation.

■　Continue your personal health insurance on a voluntary basis

Usually, you can continue subscribing to the health insurance societies of your former company for about 6 months.

■　Apply for subsidies for qualified founders of enterprises

One third of expenses paid within 3 months from the launch of your company. The upper limit of payment is 2 million yen. You can’t receive the payment after you complete corporate registration, so make sure to apply for it before registration.

■　Investigate for other launch subsidies just in case

Also, you can make use of subsidies for supporting seniors who are considering starting their own companies. There are many different types of subsidies, so you should look into it.

Works you do with those who will start a company together

You need to consult with people who will be directors, founders or provide subsidies or have them complete necessary paperworks.

■　Consider your company’s basic design

You will consider things like your business name, location, directors, auditors, capital and investment ratio. If you want a worksheet for points to consider, please let me know.

■　Making inaugural written approval for directors and auditors

You ask those who will be directors and auditors to sign written approvals indicating they are willing to take on the duties. If you want a WORD template, please let me know.

■　Capital payment and investments in kind

A copy of a deposit passbook from each person who will either be a director or an auditor is one of the documents you will need for launching your company. Have investors wire money to you, the representative of the company. You can use your private bank account for this purpose. Make sure your investors clearly indicate their names and investment amounts. You should withdraw your deposit temporarily so you will know the exact amount s of all the investments, then put the money back. Investments in kind are rather troublesome and don’t have much practical effects, so you don’t have to bother with them. In principle, I recommend you accept cash only as investments.

■　Ask your founders to issue seal registration certificates of their personal seals

Founders in most cases mean directors. You need seal registration certificates of your founders (≒directors). Ask your founders to obtain them and entrust them to you.

■　Borrow your founders’ personal seals

In order for your founders to entrust making of the articles of association to you, you need to borrow their personal seals. Ask them to issue seal registration certificates and have them lend you their personal seals. Some may hesitate to do this, but if it doesn’t cause inconvenience to your founders, then paperworks will go a lot smoother that way.

■　Finding an office

If you are going to use your home as an office, you may want to confirm your lease agreement to see if it’s allowed. Even if the agreement says you’re not allowed, you can still negotiate with your landlord or condominium management company or management society.

■　Hosting meetings of founders and taking records of the meetings

Make sure you keep records of promoters’ meetings indicating who are the directors or auditors. Also, do impress personal seals of all founders. If you want a WORD template, then please ask me.

■　Hosting a launch board meeting and taking records

Take records of the board meeting with the address of the head office in it and have all founders impress their personal seals. If you want a WORD template, pleas
e ask me.

And finally…registry of your joint-stock company

There are only two places you have to go besides making the documents. They are notary public office (to make the articles of incorporation) and legal affairs bureau (to make other registration documents).

Things you need to do for making the articles of incorporation

■　Decide which municipality to register

After you find an office space, which municipality to register will be decided.

■　Investigate similar trade names

You can find Legal Affairs Bureau here.

Please go to your nearby legal affairs bureau and tell them that you’ve come to check for trade names. Check their company names list to make sure the name you intend to use for your company is not already used by others.

■　Making your personal seal

I recommend you use the internet for this task. The average price is about 7 to 8 thousand yen. You can also make a square seal if you want to, but you wouldn’t actually use it, so I advise you to make a seal of your company address.

■　Making the articles of an associaton

Make 3 copies of the articles of an association. Unless you include anti-takeover measures, the articles of an association is just about the same for most companies. Try to make use of templates for this purpose. If you want a template, please ask me. Make 3 copies and impress your seal, in the main area, the margin and the joining of two leaves, then staple them together.

■　Making a letter of delegation for the articles of an association

When you have more than one founder, you need to ask each one of them to write a letter of delegation. Make sure all founders impress theirhis personal seals on the letter of delegation. If you want a template, please ask me.

■　Put all the documents together and take them to a nearby notary public office

Notary public offices can be found here. Ask at the office reception to have them authenticate the articles of an association. They will check the documents and impress their official seal in a matter of 10 minutes.

The fees you will have to pay at a notary public office are:
・ Authenticating the articles of an association: 50,000 yen
・ Making a certified copy of the articles of an association: 1,000 yen
So, you will need about 100,000 yen including the fees for revenue stamps as well.

The documents you need to bring with you are:
・ 3 copies of the articles of an association
・ A letter (letters) of delegation
・ Personal seal verification (the original copy)
・ Personal seal (if possible)
・ Revenue stamp worth 40,000 yen
Some notary public offices don’t sell revenue stamps, so please make sure to go to places like post offices to obtain them beforehand. Make sure you don’t paste the stamps on your own. A notary public office worker will do that for you.

In order to submit documents for registration

■　Making a registration application for a joint-stock corporation

This section is about making documents that explain the reason why you’re launching your company and providing a list of necessary documents. If you want a template, please ask me.

■　Make a copy of your pass book

Please make a copy of the cover and the page which has the payment details such as the names of investors and the amounts.

■　Make a report regarding the money invested and investments in kind

Make a document which aims to state that you certainly did receive all the investments. If you want a template, please ask me.

■　Paid-in capital certificate

Make a document which aims to state that you certainly did receive all the paid-in capital. If you want a template, please ask me.

■　Organize all your documents and take them to your regional legal affairs bureau

You can find your legal affairs bureau here. At the bureau’s reception, tell them that you’ve come to register your joint-stock corporation. They will help you with the rest. The registration fee you will have to pay at the legal affairs bureau for registering a joint-stock corporation is 150,000 yen. All the documents you need to bring are supposedly all ready at this point.

They are:

・ The articles of an association
・ The registration application for a joint-stock corporation

・ The records of the board meetings
・ The records of the founders’ meetings
・ A written acceptance of directors’ inauguration
・ A written acceptance of auditors’ inauguration
・ A report of money invested and investments in kind
・ Paid-in capital certificate

・ A copy of your bank’s pass book

If there are no errors in all these documents, then you will be told to come back about a week later to receive your company’s register.

These are the steps you need to take in order to register a joint-stock corporation. Then, you can say you have your owm company. (By the way, the official “birthday” of your company is the day in which you have applied for registration at a legal affairs bureau.) However, you want to keep in mind these are the steps only necessary for registration. There are many documents you will have to submit to government offices even after you’ve completed registration.

The offices you will have to go are:
・ Social insurance office
・ Revenue office
・ Labor inspector’s office
And so on.

This task will take certain time and man-hours just like registering your joint-stock corporation.

Whether to register yourself or to ask someone to register on behalf of you

Here are the reasons you would register on your own.

■　You can cut down on the costs of starting up your business

The average fee for delegating the registration task is about 100,000 yen. If you do it yourself, then you can save this money. There are some professionals who give you discounts on registry delegation, but make it a requirement that you purchase their bookkeeping and account settlement services. So, make sure you consider not only the initial launch cost, but also the yearly total cost and the added values you will receive before you decide to make use of professional services.

■　It’s faster when you do it on your own after all

As you know by reading this page, many of the tasks you need to do for starting a company include tasks that you have to do on your own. Even if you seek the help of judicial scriveners, administrative scriveners or certified public tax accountants, the amount of paperwork for starting a company is not that much different. Since you will have to send documents by mail, it will take more time if anything.

■　Because you can make time for all the registration processes

There are cases when you make use of registry delegation because you are busy promoting and dealing with business clients.
・　The tasks can be done only by you
・　You can generate more added values than the registry delegation fee (About 100,000 yen)
It might be wise of you to delegate the registration task if you’re working on a project or a task which meet the two conditions mentioned above. Basically, you only have to do the necessary paperwork for registration and go to a notary public office and a legal affairs bureau, so if you are able to make time for this, then I recommend you do it yourself.

■　Some cases in which you have to go to a public office and notify them by yourself

Starting a company involves more than registering your company at a legal affairs bureau. After you register at a legal affairs bureau, you will have to go to a tax office and apply for blue return, go to a social insurance office and fill in a social insurance application form, then visit a labor standards inspection office and notify them and so on. However, especially tax accountants tend to only do the registration for you and not anything further. Some tax accountant offices that don’t affiliate with certified social labor consultants will tell you to go to a social insurance office and take care of the rest of the registration process on your own. It might be a good idea to do the entire registration process on your own if you have to notify many offices yourself and you find it rather pointless to seek professional help.

■　You don’t have any vague concern about the registration process

The reason you seek professional help in the first place could be because you are not sure about it and are vaguely worried. Most people haven’t launched companies before and tend to vaguely assume that starting a company is really a lot of work. However, the task of starting a company involves mostly a lot of simple paperworks. Places like notary public offices or legal affairs bureau might appear unapproachable at first, but they usually will answer your questions and teach you politely. If you still feel unsure and not so confident about doing the paperworks, then it might be a good idea to seek professional help.

It’s best to get started on the paperworks while you’re still working

Actually, to assume the task as having only two options of doing it yourself or delegating the task to professionals could be wrong to begin with. Especially, corporate employees who are considering starting their own businesses usually start the registration process after they’ve quit their former works. However, I recommend you to start it while you’re still working for your current company with an intention of completing the whole process on your own. You want to prepare as many documents as you can. You can complete about 80% of the task of preparing necessary documents before you quit your current work. It is best to work on the remaining 20% after you have quit your former work. If you have time after you’ve left your former company, then I advise you to work on it on your own. If you don’t, then you can delegate the remaining of the task to professionals.

That’s it for today.

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