Godo Kaisha (Limited Liability Company)
Tax residency – A company that has its main office in Japan is considered resident for tax purposes
Tax rate – The national corporate tax standard rate is 23.2% for companies with paid-in capital over JPY 100M. Companies with paid-in capital of JPY 100M or less are subject to a 15% tax on the first JPY 8M per annum and 23.2% on the exceeding.
There is a national local corporate tax at a fixed rate of 10.3% of their corporate tax liabilities.
There is also a standard enterprise tax at progressive rates from 3.4% to 6.7% and a local corporate tax at 43.2% of the current enterprise tax, which are imposed on a corporation’s income allocated to each prefecture.
Considering the above, the effective tax rate is about 34.60% for SMEs and 30.62% for large corporations.
Capital gains – Capital gains are treated as ordinary income and subject to corporation taxes.
Dividends – Dividends are treated as ordinary income. However, there are applicable exclusions depending on the ownership percentage.
Dividends from local entities
Dividends received from wholly owned subsidiaries (100%) are excluded. Dividends from affiliate domestic corporations (More than 1/3 ownership) may be also excluded, if less than 1/3 ownership (but more than 5%) a 50% exclusion may apply. For exchange traded funds and portfolio investments (less than 5%), a 20% exclusion may apply). Other dividends are taxed at standard rates.
Dividends from foreign entities
95% of dividends may be excluded, provided that the parent company holds at least 25% of the outstanding shares for at least 6 months. Percentage of ownership requirement may not be required if the paying company is incorporated in a country in which Japan has concluded a tax treaty.
Interests – Interests received is included in taxable income. If interest is subject to foreign withholding tax, a foreign tax credit may be available.
Royalties – Royalties received is included in taxable income. If royalties are subject to foreign withholding tax, a foreign tax credit may be available.
Withholding Taxes – Dividends paid to non-residents are subject to a 20% withholding tax (15% if paid by a listed company), unless a tax treaty provides a reduced rate. There is a domestic surtax of 2.1%, being the effective withholding tax rate of 20.42%.
Interests paid abroad are subject to a 20% withholding tax (15% on deposit and bonds), unless rate is reduced under a tax treaty. There is a domestic surtax of 2.1%, being the effective withholding tax rate of 20.42%.
Royalties and technical fees paid to non-residents are also subject to a 20% withholding tax, unless reduced due to a tax treaty. There is also domestic surtax of 2.1%, being the effective withholding tax rate of 20.42%.
Foreign-source income – Foreign-source income is generally subject to corporate income tax. Companies are allowed to claim a tax credit against corporate income and inhabitant’s taxes for foreign income taxes paid directly.
Losses – Only 50% of company taxable income may be offset by net operating losses, which may be carried forward 10 years. Losses may be carried back 1 year (Only SMEs)
Inventory – Companies are entitled to record the cost of inventory using actual the individual cost, first in first out (FIFO), weighted average, moving average, most recent retail, selling price reduction, and lower of cost or market.
Anti-avoidance rules – Transfer pricing legislation is applicable to all types of transactions between related persons, which must be conducted at arm’s length according to the OECD’s principles and supported by relevant documentation. If the company fails to demonstrate that the pricing is reasonable, tax authorities may conduct adjustments at their own discretion.
Interest paid on debt to controlling foreign shareholders is disallowed to the extent the average balance of debt on which that interest is paid is more than three times the equity of controlling foreign shareholders.
Japan has Anti-tax haven rules, undistributed profits of a foreign subsidiary to which an applicable tax rate is 30% (in case of a shell company) or 20% are included in the Japanese company taxable income under certain conditions.
All income of a controlled foreign company is taxable to a Japanese shareholder if the main business of the subsidiary is passive and the foreign tax rate is lower than 20%: or, if the CFC fails certain substance tests and the foreign tax rate is lower than 30%; or if the CFC includes certain passive income categories and the foreign tax rate is lower than 20%.
Tax credits and incentives – There are available tax credits for Research & Development initiatives, tax incentives on Internet of Things (IoT) investments, special tax treatments for investments in certain areas, tax incentives for venture capital investments and for the revitalisation of local hubs.
Labor taxes – There are several social security insurance contributions which generally account for a total of 14.921% on employees gross salaries for both the employer and the employee.
Personal income tax – Tax residents are Japanese residents who have a “jusho” (permanent place of abode) or a “kyosho” (temporary place of abode) for at least one year. If an individual has been in Japan 5 years or less, continuously or not, during a 10-year period would not be considered as a tax resident.
Tax residents are subject to taxation on their worldwide income, while non-residents only on their income accrued in Japan.
Tax residents’ personal income is taxed at progressive rates up to 45% on income exceeding JPY 50,000,000. Non-residents are subject to a 20% income tax.
There is also a surtax of 2.1% and municipalities usually levy a local income tax at a 10% tax rate.
Dividends and interests derived from resident entities are taxed separately at a flat rate of 20.315% (including surtax and local income tax). Offshore dividends and interests taxed as ordinary income at progressive income tax rates.
Capital gains are taxed separately at 20.315% (including surtax and local income tax) on the sales of certain securities, 20.315% % on the sale of long-term gains of immovable properties (held more than five years) and 39% on short-term immovable property capital gains.
Other taxes – There is a Consumption tax levied on the sale or import of goods and the provision of services. The current rate is 8%. As of 1 October 2019, the rate will increase to 10%.
A company that uses business premises in excess of 1,000 square metres and/or has more than 100 employees in a designated city is subject to the Business premises tax based on the usage of the business (JPY 600 per square metre) and gross payroll (0.25% of gross payroll).
Municipalities levy real property (1.4% on the assessed value) and transfer of real property taxes (1.5%-4%) and a real estate registration tax (0.4%-2%).
Inheritances and gifts are taxed at progressive rates up to 55%. There are no taxes on net wealth.
- Members not disclosed
- Managers not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Civil law Legal basis
- 1 Minimum members
- JPY 1 Minimum registered capital
- - Minimum paid up capital
- JPY Capital currency
- 100% Foreign-ownership allowed
- 2017 AEOI
Country code – JP
Legal Basis – Civil law
Legal framework – Companies Act (Act No. 86 of July 26, 2005)
Company form – Limited Liability Company (Godo Kaisha, GK)
Liability - The liability of the partners is limited to the amount of their capital contributed.
Capital – Each member must make a capital contribution of at least JPY 1 at the time of incorporation.
Members – A GK may be incorporated by one or more members, who can be resident or non-resident, natural or juristic persons. Details of the members are available publicly.
Managing Members – A GK may have one or more managing members, who can be resident or non-resident, natural or juristic persons. One or more representative members are selected from amongst the managing members with the power to legally bind the company.
In the case where a managing member is a legal entity, such legal entity needs to appoint natural person who will execute the business affairs.
Secretary – GKs may appoint a secretary, but it is not mandatory.
Registered Address – A company must have a registered office in Japan.
General Meeting – There are no annual general meeting requirements.
Electronic Signature – Permitted.
Re-domiciliation – Inward/outward re-domiciliation is not allowed.
Compliance – A GK must annually file tax returns with the National Tax Agency and the relevant metropolitan or prefecture tax office.
GKs are also required to submit financial statements annually. Companies whose capital exceeds JPY 500 million, or whose total amount of liabilities as of the latest balance sheet date exceeds JPY 20 billion, are required to appoint an external auditor and submit audited financial statements.
An annual report to the the Social Insurance Office, the Labour Standards Inspection Office, and the Employment Security Bureau, is also required. A report must also be submitted to the Minister of Finance and other Ministers, when applicable.
- Tax transparent entity
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 34.60% Offshore Income Tax Rate
- 34.60% Corporate Tax Rate
- 34.60% Capital Gains Tax Rate
- 34.60% Dividends Received
- 20.42% Dividends Withholding Tax Rate
- 20.42% Interests Withholding Tax Rate
- 20.42% Royalties Withholding Tax Rate
- 1 Losses carryback (years)
- 10 Losses carryforward (years)
- FIFOAverage cost Inventory methods permitted
- 151 Tax time (hours)
- 14 Tax payments per year
- 14.921% Social Security Employee
- 14.921% Social Security Employer
- 55.945% Personal Income Tax Rate
- 10% VAT Rate
- 74 Tax Treaties
The State of Japan (Nihon-koku / Nippon-koku) is a nation in Eastern Asia, a stratovolcanic archipelago consisting of about 6,852 islands. Located in the Pacific Ocean, it lays off the eastern coast of the Asia Mainland and stretching from the Sea of Okhotsk in the north to the East China Sea and near Taiwan in the southwest. Its four largest islands are Honshu, Hokkaido, Kyushu and Shikoku, which make up about ninety-seven percent of Japan’s land area.
Japan is inhabited by more than 126 million people, 13.5 of which lives in its capital, Tokyo, and 38 million in its metropolitan area. The other largest Japanese cities include Yokohama, with 3.8 million inhabitants, Osaka, 2.7 million, Nagoya, 2.27 million, and Sapporo, 1.9 million. Its most spoken language is Japanese, although there are 11 regional recognized languages. Its legal tender currency is the Japanese Yen (JPY), which is the third most traded currency in the FOREX, after the US Dollar and the Euro.
Japan is one of the great world economic powers. The country has the world’s third-largest economy by nominal GDP and the world’s fourth-largest economy by purchasing power parity and is the fourth largest exporter and importer of goods. Its major industries are banking, insurance, real estate, retail, transportation and telecommunications. It is home to some of the world’s largest banking entities by bank assets and the Tokyo Stock Exchange stands as the second largest in the world.
Japan has a large industrial capacity and is home to some of the largest, best and most advanced technologically producing motor vehicles, electronic equipment, machine tools, steel and nonferrous metals, ships, chemicals, textiles and processed foods. Regarding the primary sector, in commercial fish fishing, it ranks second in the world behind China in the tonnage of fish caught, having one of the largest fishing fleets in the world.
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