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GUIDE · CLOSING

Closing a company in Japan

会社のたたみ方（解散・清算）Kaisan and seisan

Plans change. Closing a Japanese company properly takes at least two months and several filings — and leaving it dormant has its own consequences.

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Updated October 26, 2026 · Checked against the official site by our editors

Minimum

2 months

From liquidator to completion

Steps

2 registrations

Dissolution, then completion

Taxes

Final returns

For dissolution and liquidation

Dormant 12 yrs

Deemed

Dissolved by the registry

The usual steps for a KK

  1. 01

    Resolve to dissolve 解散の決議

    A shareholders’ meeting decides to dissolve and appoints a liquidator (often the former director).

  2. 02

    Register the dissolution 解散・清算人の登記

    At the Legal Affairs Bureau, together with the liquidator.

  3. 03

    Notify creditors 債権者への公告・催告

    Publish a notice in the official gazette and contact known creditors. The period must be at least two months.

  4. 04

    Settle everything 清算

    Collect receivables, pay debts and taxes, and distribute what is left to shareholders.

  5. 05

    Approve the final report 決算報告の承認

    At a shareholders’ meeting.

  6. 06

    Register completion 清算結了の登記

    Liquidation cannot be completed within two months of the liquidator taking office.

Other offices to tell

  • Tax office, prefecture and city — dissolution notice and final tax returns
  • Pension office and labor offices — end social and labor insurance
  • Banks, landlords, suppliers and your accountant
  • If you hold Business Manager, your residence status is tied to the business — talk to a gyoseishoshi before you close

Leaving a company dormant

If a company files no registration for 12 years, the Ministry of Justice can treat it as dissolved after a notice in the official gazette. Dormant companies may still have filing obligations, so ask a tax accountant before you stop.

FAQ

How long does it take to close a company in Japan?

At least two months, because creditors must be given at least two months after the liquidator takes office. In practice, plan for several months including final tax returns.

What is the difference between dissolution and liquidation?

Dissolution (kaisan) ends the company’s business. Liquidation (seisan) is settling assets and debts afterwards, ending with the liquidation completion registration.

What happens if I leave my company dormant?

A company with no registration for 12 years can be treated as dissolved by the Ministry of Justice after a gazette notice. Ask a tax accountant about filings while it is dormant.

Sources

This page is a plain-English summary, not legal advice. The official Japanese guidelines always take priority.

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