The First Step to Starting a Company in Japan! Everything You Need to Know About "Teikan" (Articles of Incorporation)

In our previous article, we detailed the practical aspects of starting a company in Japan, including the overall process and how to transfer capital.

But here’s the thing: before you transfer any capital, there’s an important task you need to tackle first.

That task is creating the Articles of Incorporation (called "Teikan" in Japanese).

What exactly are the Articles of Incorporation?

Why are they essential for starting a company?

Where do you even begin?

These are common questions many people have.

The Articles of Incorporation are the foundation of your company, think of them as the company's "constitution".

Whether you're setting up a KK company or a GK company, creating these articles is legally required. It's a important step you can't skip if you want to start a company in Japan.

For first-time entrepreneurs, it's normal to feel:

"What do I need to write in them?"

"They seem complicated, I'm worried I'll get it wrong..."

That's why this article explains everything about the Articles of Incorporation, from the basics and what to include, to how to create them and whether you can change them later in the simplest way possible.

To make your company setup go smoothly, be sure to read all the way to the end.

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Table of Contents

1．What Are the Articles of Incorporation? Understanding Your Company's Rulebook

2．What to Include in the Articles of Incorporation? A Simple Breakdown of 3 Types of Provisions

3．How Do They Differ Between a KK Company and GK Company?

4．The Process from Writing the Articles to Officially Starting Your Company

5．How to Change the Articles of Incorporation Later

6．Frequently Asked Questions (For Beginners)

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　1．What Are the Articles of Incorporation?

Put simply, the Articles of Incorporation are a document that lays out your company's basic rules.

They include core details like your company name, what business you'll do, where your head office is located, and how much capital you'll have. They also define bigger-picture things, like shareholder rights, how long directors will serve, and how you'll share financial results.

The article is created, signed, and sealed by the "founders" (the people starting the company together).

The content and format are set by law. If you miss a required item or include something that break the law, the articles might be invalid, so it's important to be careful.

Plus, you'll need to use the Articles of Incorporation not just to register your company, but also for things like:

・Opening a bank account or applying for a loan

・Getting necessary licenses or permits

That's why the Articles of Incorporation are a key document you'll need to keep safe after creating them.

　2．What to Include in the Articles of Incorporation?

Legally, the information in the Articles of Incorporation falls into three categories:

• Things you must include

• Things that only count if you choose to include them

• Things you can include freely (as long as they're legal)

Let's go through each one.

1．Absolute Description Matters: The "Must-Have" Items

These are items that must be included for the Articles of Incorporation to be legally valid. If any are missing, the entire document is invalid. 

Common Items

• Comapny Name

  The official company name, including its type (e.g., KK or GK).

• Business Purpose

  The specific business activities the company will engage in. Please note that if your business needs a license (like wholesale or retail), you have to list it here to get approved.

• Location of Head Office

  The address of the principal office, e.g., "Chuo Ward, Osaka."

• Absolute Description Items Only for KK Companies

  The value or minimum amount of assets contributed upon incorporation.

  Founder's names, addresses, and details of their investments

• Absolute Description Items Only for GK Companies

  Members' (investors') names and addresses

  A note that members have limited liability (they won't be responsible for debts beyond their investment)

  Details of each member's investment (including things like property or equipment, not just cash)

2.Relative Description Matters: Items That Only Work If You Include Them

These are matters that are not legally effective unless written into the Articles. They allow for customization but must comply with the Companies Act. 

including:

• Restrictions on Share Transfer（for KK Companies）

• Governance Structure

• Contributions in Kind (e.g., vehicles, real estate)

• Board of Directors/Auditors

Only include the ones that make sense for your company's size and how you want to run it.

3.Optional Description Matters：Rules You Can Make Up　　　　　　　　

These are matters that can be included to govern internal operations. They are not required to be in the Articles to be valid, but including them gives them legal weight. 

including:

• General Meeting of Shareholders

• Remuneration of Directors

• Public Notice Method

• Business Year

　3. How Do They Differ Between a KK and GK Company?　　　

The basic structure of the articles is similar for both, but there are key differences because of how the two company types work. Here's a quick comparison:

Item	KK Company	GK Company
Key Difference	Issues shares; shareholders and managers are often separate	No shares, members (investors) usually run the company themselves
Absolute Description Matters	Founders' names/addresses, capital amount, ect.	Members' names/addresses, note on limited liability, ect
Unique Rules	Rules for selling shares, whether to issue share certificates, ect.	Rules for transferring members' ownership stakes, ect.
Authentication	Required（needs a natary's stamp to confirm validity）	Not required（simpler process）
How Hard to Write	A bit complex (more rules about shares)	Simple (no share-related rules)

In short, the articles of incorporation for a KK Company are generally easier to prepare because it is a member-run business. Unlike KK Company, there is no need to manage shareholder structures or share transfers. For small business or solo entrepreneurs, a GK is often the more straightforward option.

However, while a GK is simple to establish, a KK offers distinct advantages. A KK is more widely recognized in Japan and is often viewed as more credible by banks, investors, and business partners. It's shareholder-based structure makes it easier to raise capital, attract investment, and support long-term growth. For companies planning to expand or build a strong presence in the Japanese market, establishing a KK is often the better strategic choice.

Sample Articles of Incorporation for KK Company↓

　4. The Process from Articles to Company Setup 　　　　　　　

Here's the step by step for turning your Articles of Incorporation into a registered company. Note: GK Companies skip the "authentication" step.

　5. How to Change the Articles of Incorporation Later　　　　　

After your company is set up, you might need to update the articles—for example, if you want to change your business, move your head office, or increase capital. But since the articles are your company’s "constitution," you can’t just edit them casually—you need to follow formal steps.

Steps to Change the Articles:

・For KK Comapnies: Hold a shareholder meeting and get approval from at least two-thirds of the voting rights (called a "special resolution").
・Write up minutes of the meeting showing the decision to change the articles.
・For GK Companies: Get consent from all members (in most cases).
・If the change affects registered details (like your address), file an update with the Legal Affairs Bureau.

　Frequently Asked Questions (For Beginners)　　　　　　　　

Q：What are the Articles of Incorporation?

They’re your company’s official rulebook, like a constitution. You’re legally required to create them to start a company. They take time to get right, so it’s best to start early.

Q：What do I have to include?

Three types of things: mandatory (must include), permissive (only count if you include them), and voluntary (up to you). Mandatory items are things like your company name and business purpose—don’t skip those!

Q：How do I write them?

Two options:

• Paper version: Type it up, print, bind, and attach a 40,000 yen revenue stamp.

• Electronic version: Make a PDF and add an electronic signature—no stamp needed (this is more popular now).

If you’re stuck, services like Royal Office can help you create the articles quickly and easily.

The Articles of Incorporation are your first big step toward starting a company. By making sure you include all the required legal details and tailor the rules to your business, you’ll set yourself up for a smooth launch.

If you’re unsure about anything, don’t hesitate to ask a professional (like a lawyer or tax accountant). With the right preparation, writing the Articles of Incorporation is simpler than it seems, so you can focus on growing your business!