Why Amazon, Google & Apple run Japan as a G.K. (And how much it costs to do the same)

JPY amounts are shown with approximate USD equivalents, converted at ¥158 ≈ US$1 (Tokyo market, late October 2026); dollar figures move with the exchange rate.

Amazon, Google and Apple all run their Japan operations as a 合同会社 (Godo Kaisha, "G.K.") — not a 株式会社 (K.K.).

That is not a quirk. It is a deliberate structure decision with concrete cost, governance and U.S. tax consequences. This article sets out the facts, with sources, so you can judge for yourself.

The bottom line

• ¥60,000 (≈US$380) minimum registration tax to incorporate a G.K. (¥30,000 ≈ US$190 via the startup-support program, available through March 31, 2029) [2,3]
• ¥0 (US$0) notarization fee — G.K. deeds need none (a K.K. deed must be notarized) [4]
• ¥1 (≈US$0.01) minimum capital requirement — any amount the parent chooses [1]
• 100% parent control with a single corporate member — no directors, no statutory auditors [1]

1. What a Godo Kaisha is — and who already uses one

The Godo Kaisha (合同会社) is Japan’s limited-liability company, introduced by the Companies Act of 2006. Like a K.K., it is a separate legal person with limited liability — and under Japanese tax law the two are taxed identically. Both are ordinary corporations. [18]

The differences lie in cost, governance, disclosure — and, for a U.S. parent, in U.S. tax classification.

The form is no fringe option. Amazon Japan G.K. (アマゾンジャパン合同会社), Google’s グーグル合同会社 and Apple Japan G.K. all operate as Godo Kaisha, and companies including Bose and Warner Bros. Japan have converted their Japanese subsidiaries from K.K. to G.K. [18]

One clarification up front, because it matters: a Japanese G.K. is not a pass-through entity in Japan. It pays Japanese corporate tax exactly as a K.K. does. The pass-through-style flexibility exists only on the U.S. side of the ledger, through the check-the-box election described in Section 4.

2. What it costs: the setup ledger

Mandatory government fees only — self-filing, an electronic charter (電子定款) and minimum capital:

Godo Kaisha — mandatory fees from ¥60,000 (≈US$380)

• Registration license tax (登録免許税): ¥60,000 minimum* (≈US$380)
• Charter notarization (定款認証): not required — ¥0 (US$0)
• Revenue stamp for a paper charter: N/A (an electronic charter is standard)
• Minimum capital: ¥1 (≈US$0.01)

Kabushiki Kaisha — mandatory fees from ¥95,000–¥190,000+ (≈US$600–US$1,200)

• Registration license tax: ¥150,000 minimum* (≈US$950)
• Charter notarization: required — ¥30,000–¥50,000 (≈US$190–US$315) fee
• Revenue stamp, paper charter: ¥40,000 (≈US$255) (¥0 — US$0 — with an electronic charter)
• Minimum capital: ¥1 (≈US$0.01)

* The rate is 0.7% of stated capital, subject to the statutory minimums. Under the startup-support program (特定創業支援等事業) the rate halves to 0.35% — minimums of ¥30,000 (≈US$190, G.K.) and ¥75,000 (≈US$475, K.K.). The Ministry of Economy, Trade and Industry publishes the schedule; the National Tax Agency confirms the reduced rates were extended to March 31, 2029 by the FY2026 tax reform. [2,3]

A G.K. can therefore be registered for as little as ¥60,000 (≈US$380) in mandatory fees — or ¥30,000 (≈US$190) through the support program — with an electronic charter and ¥1 (≈US$0.01) capital. Professional fees (judicial scrivener, tax advisor) are separate and depend on scope; a K.K. with a paper charter starts roughly three times higher.

3. Built for the parent: governance, privacy, flexibility

One member, total control

A G.K.’s only mandatory organs are the members’ meeting (社員総会) and the executing member (業務執行社員) — there are no directors, no board and no statutory auditors (監査役). [1]

Crucially, the member may be a corporation: a U.S. parent can itself be the sole executing member, so every resolution — charter amendment, profit distribution, member changes — is simply the parent’s own decision. No shareholder-meeting mechanics, no director-term registrations to renew.

No mandatory disclosure or statutory audit — at any size

K.K.s must publish or file financial statements after each annual meeting (Companies Act Art. 440), and "large companies" — capital of ¥500 million (≈US$3.2 million) or more, or liabilities of ¥20 billion (≈US$127 million) or more — must appoint a certified public accountants’ audit engagement and a board of company auditors. [1]

A Godo Kaisha is outside both regimes: no statutory financial disclosure and no mandatory statutory audit, regardless of how large it grows. Your Japanese subsidiary’s P&L stays private; the group consolidated statements your investors see are unaffected.

A reversible choice

G.K. and K.K. can convert into each other. Moving G.K. → K.K. requires a conversion plan, unanimous member consent and creditor-protection procedures (official-gazette notice and individual creditor notice from one month before effectiveness). [1] K.K. → G.K. is likewise available with creditor-opposition procedures. [1]

Start lean in a G.K.; convert to K.K. later if a listing, bond issuance or lender requires it. Equity transfers also require unanimous member consent by default — useful lock-in when the parent holds 100%.

4. The U.S. tax angle: check-the-box

Under U.S. Treasury regulations, a Japanese K.K. is a "per se corporation" — it is always taxed as a corporation for U.S. purposes. A Japanese G.K. is not on the per-se list, so it is an eligible entity whose classification the owner can elect on Form 8832: corporation, or (for a single U.S. owner) a disregarded entity. [12,13]

For a wholly-owned U.S. parent, the disregarded-entity (DRE) election means the Japanese operation is treated in the U.S. as a foreign branch of the parent:

Disregarded entity (default)

• Japan losses: currently deductible against the U.S. parent’s other income.
• Japan profits: taxed currently as parent income; Japanese taxes (≈30–34%) generally creditable via the foreign tax credit.
• Compliance: Form 8858 (foreign disregarded entity) and Form 5472. [13]

Corporation (by election)

• Japan losses: not usable by the U.S. parent.
• Japan profits: included currently under GILTI/NCTI (effective ≈12.6% before credits after the 2025 OBBBA changes), with foreign tax credit mechanics; dividends home enjoy the §245A participation exemption.
• Compliance: Form 5471, GILTI/NCTI computations.

Key caution. Converting DRE → corporation is a deemed asset transfer: generally tax-free under IRC §351 where the parent remains in control, but previously deducted foreign-branch losses can be recaptured into U.S. income under the §904(f) foreign-loss rules (and §245A(d) in CFC-branch settings). Plan the switch with U.S. counsel. [14,15,16]

This is the standard playbook: loss years as a disregarded entity (Japan start-up losses offset U.S. income now), then elect corporate classification as profits stabilize, letting the ≈30% Japanese tax burden absorb the U.S. residual via foreign tax credits.

Dividends home, tax-free

Japan’s domestic withholding on distributions to a non-treaty parent is 20.42%. Under the U.S.–Japan treaty, dividends to a parent holding 50% or more are exempt (5% for 10–50% holdings). The National Tax Agency has confirmed in a published ruling that the exemption applies to a wholly-owned Godo Kaisha — measured by membership in the members’ meeting — subject to the treaty notification filing. [10,11]

5. What a G.K. will not do — the honest limits

We would rather you know these before incorporation than after:

No Japanese pass-through

Despite the LLC look-alike, the G.K. is fully taxed in Japan: national corporate tax at 15% on income up to ¥8 million (≈US$50,000) and 23.2% above that, plus local taxes — a combined statutory effective rate of roughly 29.7% for large corporations (≈30.6% in central Tokyo) and ≈33.6% on the portion of small/mid-size-company income above ¥8 million. The FY2026 tax reform left these rates unchanged. [5,6,7]

Losses stay in Japan

Japan has no group relief. Japanese losses carry forward ten years against the Japanese company’s own income — and where stated capital exceeds ¥100 million (≈US$630,000), the deduction is capped at 50% of each year’s income. [8] (The U.S.-side exception is the DRE election in Section 4.)

The consumption-tax surprise

A newly incorporated company is normally exempt from Japanese consumption tax (JCT) for its first one or two periods — but not if initial capital is ¥10 million (≈US$63,000) or more, and not where a >50% parent’s taxable sales exceed ¥500 million (≈US$3.2 million; the "specific newly-established corporation" rule). A subsidiary of a large U.S. group usually falls into the second bucket: budget for JCT from day one. [9]

Scale rules still apply

Transfer-pricing rules require arm’s-length results in Japan — a structure cannot shift profit home by over-charging royalties or management fees. And for groups with consolidated revenue of €750 million or more, Japan’s global minimum tax (Pillar Two) regime imposes a 15% floor on the Japanese effective rate: the IIR applies to fiscal years beginning on or after April 2024, with the domestic minimum tax and UTPR completed by the FY2025 reform. [17]

Market-facing optics

Some Japanese counterparties and lenders still read "K.K." as more established. For B2B brands this fades quickly — the names in Section 1 carry the flag — but it is a fair consideration for banks, bids and recruiting.

6. From decision to registered G.K. in about four weeks

• Structure consultation (week 0). G.K. vs. K.K. vs. branch, capitalization, member design (parent as sole corporate member), U.S. classification coordination with your U.S. tax advisors.
• Charter & payments (week 1). Electronic charter drafted in English and Japanese, capital wired and confirmed.
• Registration (weeks 1–2). Incorporation and registry filings handled by our licensed Judicial Scrivener; corporate number issued.
• Post-incorporation (weeks 2–4). Bank account preparation, tax filings (National Tax Agency, metropolitan government), JCT position set, treaty notification for future dividends.

Then, if you want, beyond the registry — through our one-stop program: market-entry strategy, bilingual lead generation and a sales team that runs itself, with every asset handed over.

If you are weighing a G.K. against a K.K. or a branch office, we are happy to walk through your specific case: structure, capitalization and the U.S. classification side by side.

Sources & references

1. Companies Act (会社法), Act No. 86 of 2005 — member-managed company governance (members' meeting and executing members, Arts. 590–591), K.K. financial disclosure and large-company audit regime (Art. 440 et seq.), G.K.–K.K. conversion procedures (Arts. 580 et seq.). e-Gov: laws.e-gov.go.jp/law/417AC0000000086
2. SME Agency (中小企業庁), 「会社設立時の登録免許税の軽減について」 — registration license tax 0.7% of stated capital (minimums ¥60,000 ≈ US$380 for a G.K. / ¥150,000 ≈ US$950 for a K.K.), halved to 0.35% (¥30,000 / ¥75,000 ≈ US$190 / US$475) under the 特定創業支援等事業 program: chusho.meti.go.jp/keiei/chiiki/registration-license-tax/
3. National Tax Agency, 「登録免許税の税率の軽減措置に関するお知らせ」 — the FY2026 tax reform extended the reduced rates to March 31, 2029: nta.go.jp/publication/pamph/sonota/0020003-124_01.pdf
4. Japan Notary Association (日本公証人連合会), 「会社の定款手数料の改定」 — charter notarization fees by stated capital (K.K. only; not required for a G.K.): koshonin.gr.jp/chg_teikanfee
5. NTA Tax Answer No. 5759, 「法人税の税率」 — national corporate tax 15% on income up to ¥8 million (≈US$50,000; small and mid-size companies) and 23.2% above: nta.go.jp/taxes/shiraberu/taxanswer/hojin/5759.htm
6. JETRO, Setting-up in Japan guide, §3.3.2, Table 3-1 — statutory effective tax rates: ≈29.74% for large companies under the standard schedule (higher in Tokyo, ≈30.6%): jetro.go.jp/invest/setting_up/section3/page3.html
7. JETRO, ibid., Table 3-1 — ≈33.58% on the portion of small/mid-size-company income above ¥8 million: jetro.go.jp/invest/setting_up/section3/page3.html
8. NTA Tax Answer No. 5762 (10-year carryforward of blue-statement losses) and No. 5800 (deduction capped at 50% of income where stated capital exceeds ¥100 million ≈ US$630,000): nta.go.jp/…/5762.htm · nta.go.jp/…/5800.htm
9. NTA Tax Answer No. 6503, 「基準期間がない法人の納税義務の免除の特例」 — JCT exemption lost where initial capital is ¥10 million (≈US$63,000) or more, and the "specific newly-established company" rule where a >50% parent's taxable sales exceed ¥500 million (≈US$3.2 million; see also No. 6531): nta.go.jp/…/6503.htm · nta.go.jp/…/6531.htm
10. Ministry of Finance, 「日米租税条約のポイント」 — dividend withholding: exempt for parent holdings above 50%, 5% for 10–50%, 10% otherwise; the 2025 amending protocol relaxed the exemption's holding-period requirement to 6 months at ≥50%: mof.go.jp/…/sy151107_index.htm · mof.go.jp/…/250125us_pt.htm
11. NTA published Q&A, 「合同会社の利益の配当に係る日米租税条約の適用」 (as of Aug 1, 2025) — the dividend-exemption clause applies to a wholly-owned Godo Kaisha, measured by the share of executing members, subject to the treaty notification filing: nta.go.jp/law/shitsugi/gensen/06/65.htm
12. Treas. Reg. §301.7701-3 (check-the-box: eligible entity classifications on Form 8832) and §301.7701-2(b)(8) (per-se corporation list — Japan: Kabushiki Kaisha; the G.K. is not listed): law.cornell.edu/cfr/text/26/301.7701-3 · law.cornell.edu/cfr/text/26/301.7701-2
13. IRS: About Form 8832 (Entity Classification Election); About Form 8858 (foreign disregarded entities and foreign branches); About Form 5472 (25% foreign-owned reporting corporations): irs.gov/forms-pubs/about-form-8832 · irs.gov/forms-pubs/about-form-8858 · irs.gov/forms-pubs/about-form-5472
14. 26 U.S.C. §351 — transfer to a corporation controlled by the transferor (tax-free deemed transfer on DRE → corporation conversion): law.cornell.edu/uscode/text/26/351
15. 26 U.S.C. §904(f) — recapture of overall foreign loss: law.cornell.edu/uscode/text/26/904
16. 26 U.S.C. §245A — participation exemption for dividends from specified 10%-owned foreign corporations, incl. subsection (d): law.cornell.edu/uscode/text/26/245A
17. Ministry of Finance, 「グローバル・ミニマム課税の法制化について」 — IIR applies to fiscal years beginning on or after April 1, 2024; UTPR and the domestic minimum tax (QDMTT) legislated by the FY2025 reform; NTA global minimum tax page: mof.go.jp/public_relations/finance/202507/202507h.html · nta.go.jp/taxes/shiraberu/kokusai/global-minimum/
18. MoneyForward, 「GoogleやAppleも…大手外資の日本法人が『合同会社』にする理由」 — Amazon Japan G.K., Google's G.K., Apple Japan G.K., and the Bose / Warner Bros. Japan K.K.-to-G.K. conversions; METI press release listing アマゾンジャパン合同会社: biz.moneyforward.com/blog/35793/ · meti.go.jp/press/2024/08/20240802001/20240802001.html