[I Did It Myself] Changing a Japanese LLC's Representative Without a Judicial Scrivener! Cost, Documents & Schedule
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When a Japanese LLC's representative member (the company's representative) changes, hiring a judicial scrivener costs tens of thousands of yen in fees. But actually — you can do it yourself 😳 We recently registered our own representative-member change. This article shares the whole thing: the flow, the required documents, the cost, and the schedule!
*This is an experience memo from a non-expert (not a judicial scrivener). Required documents vary by your articles of incorporation and case, so confirm what's actually needed with the Legal Affairs Bureau or a professional. This article contains affiliate links (Amazon Associates).
Bottom line first: doing it yourself costs "only out-of-pocket expenses"
Let's start with the cost everyone cares about. The basic cost of a representative-member change is just the registration license tax. Hiring a judicial scrivener adds their fee on top.
Doing it yourself: Registration license tax ¥10,000 (capital ¥100M or less) + certificate fees only
Hiring a judicial scrivener: The above plus a fee (typically around ¥50,000)
In other words, doing it yourself saves the whole fee. In exchange, you prepare the documents and file yourself. Let's walk through the steps 👇
STEP 01 📖 First, check your articles of incorporation
The first thing to do is check how your articles of incorporation define the "representative member." This determines the documents you'll need. It's usually one of these two patterns.
Pattern A: decide by mutual election: Choose the representative member by mutual election among managing members → a written mutual-election document is needed
Pattern B: specified directly in the articles: The representative member's name is written in the articles → an amendment to the articles (consent of all members) is needed
Heads up! Whether you're just "changing the representative member" or "replacing the members themselves (transfer of equity / capital contribution)" greatly changes the workload. The latter involves contributions and capital, gets complex, and may add to the registration license tax. This article mainly assumes the former (a representative change among existing members).
STEP 02 🤝 Decide internally and get acceptance of appointment
Make the internal decision according to your pattern. Pattern A: mutual election among managing members. Pattern B: amend the articles with the consent of all members. Then get a "letter of acceptance of appointment" from the new representative member. If the former representative is resigning, also prepare a letter of resignation.
STEP 03 📑 Gather the required documents
Prepare the documents for filing. It depends on your pattern, but it's roughly this set.
☑ Change registration application (stating the matters to register: the new representative member's name, address, cause and date, etc.)
☑ Managing members' mutual-election document (Pattern A) / consent of all members (Pattern B)
☑ New representative member's letter of acceptance of appointment
☑ Former representative member's letter of resignation (if resigning)
☑ Seal registration form + the new representative's personal seal (inkan) certificate (if re-registering the company seal under the new rep; certificate issued within 3 months)
Heads up! A ready-made template for a representative-member change isn't distributed as-is on the Legal Affairs Bureau site. You'll create it referring to close formats (member admission/withdrawal, etc.) and professionals' examples. This is the first hurdle of doing it yourself.
STEP 04 🏛️ File with the Legal Affairs Bureau (within 2 weeks!)
Once documents are ready, file with the Legal Affairs Bureau that has jurisdiction over your head office. The crucial part here is the deadline. You must file within 2 weeks of the date the representative-member change took effect (the effective date). You can file online (the Online Registration/Deposit Application System), or in person / by mail.
How to pay the registration license tax: Pay by affixing revenue stamps (available at post offices, etc.)
Filing method: Online / in person / by mail
Heads up! Even past 2 weeks the filing itself is accepted, but the representative member personally may face a non-penal fine. Based on the effective date, moving early is safest.
STEP 05 ✅ Registration done → get the certificate and move to the next filings
From filing to completion takes roughly a few business days to about a week, depending on how busy the bureau is. Once done, obtain the certificate of all registered matters (registration certificate). You'll use it repeatedly for the upcoming filings to the tax office, pension office, bank, and so on.
Heads up! Finishing the registration isn't the goal. Filings to tax, social insurance, the bank, and more continue. We've compiled those steps in our previous article 👇
Cost summary
Registration license tax: ¥10,000 (capital ¥100M or less) / ¥30,000 (over ¥100M) *per application
Certificate of all registered matters: A few hundred yen per copy (varies by method)
Seal (inkan) certificate: A few hundred yen per copy
Judicial scrivener fee: ¥0 if you do it yourself (around ¥50,000 if outsourced)
Schedule
Here's the rough flow and a sense of the timeline.
Effective date: File within 2 weeks from this day (the count starts here)
Document prep: A few days from checking the articles to preparing documents (allow extra time if it's your first)
Filing to completion: Roughly a few business days to about a week
After completion: Obtain the certificate and move to tax / social insurance / bank filings
Wrap-up: the keys are "check the articles" and "within 2 weeks"
A Japanese LLC's representative change can be done yourself, without a judicial scrivener, for just out-of-pocket costs (¥10,000 registration license tax + certificate fees). The keys are three: (1) check how the articles define the representative member, (2) gather the documents that match your pattern, and (3) file within 2 weeks of the effective date. For complex cases involving member replacement (equity transfer), it's safer to consult a professional rather than forcing it. Doing it yourself also deepens your understanding of how the company works.
Handy books (PR)
For those who want to handle company change registrations and back-office work themselves — reassuring to have on hand.
Book (PR) A DIY guide to company change registration For those who want to handle registrations like officer changes themselves.
Book (PR) A guide to running a Japanese LLC For grasping the structure and procedures unique to a GK (Godo Kaisha).
Book (PR) Small-company back-office & accounting handbook Covers post-registration filings and daily practice together.
Disclaimer: This article is an experience memo for general information and does not guarantee the success of any particular procedure. Required documents and procedures vary by your articles of incorporation and situation. Confirm individual decisions with the Legal Affairs Bureau or a professional such as a judicial scrivener. Affiliate: Robin Planning participates in the Amazon Associates Program and may earn referral fees from purchases via links on this site.
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