Thursday, November 17, 2016

Starting a Company as a Foreign Student in Japan

Why not study in Japan? Sounds great, get excited, get there, get enrolled, get busy studying.

While already working on high-tech stuff and still having some freedom, why not turn the project into a company?
After graduation it will be too late, the market will have moved on, and hustle of finding a job / working will make it hard.
Besides: what a challenge! Starting a company as a foreign student* in Japan!

* (Important note: I am not an "exchange student" (as in "spending a semester abroad" or "enrolled at a university back home"), but a normal student who just happens to not be Japanese).



The most important question first:
Is it even possible to start a company when your visa status says "student"?
The answer... depends on who you ask.

My professor admits he doesn't know, but is likes the idea.
So he recommends me to our Universities Sankangaku-Renkei-Suishin-Honbu (産官学連携推進本部; lit: department for the promotion of industry-government-academia relations), which is supposed to assist students who want to bring their research to the marketplace.
The first thing that the person over there says to me is that he is not a lawyer and has no experience in starting companies. He was however so nice as to search the Internet for an answer and found that it is not possible. In order to get the right visa for starting a company, you must have an investment (in the form of a company) of at least 5 Million Yen... and two employees... in Japan.
I point out that it sounds strange that the requirement for starting a company should be to have a company. He agrees. That concludes the discussion.
Luckily I had done my homework on this (rather than doing classwork) and saw the misunderstanding ahead of time.

There is something in Japanese immigration law that is called a "Investor/Manager Visa" (投資経営ビザ Tōshi-Keiei-Visa).
Say: you have a company back home and want to start a branch in Japan - sooner or later you may want to visit your branch for a longer period of time. Then it would be nonsensical trying to employ yourself at your own branch just so you could get a visa. Instead, you get a Investor/Manager-Visa. However, you don't need the Investor-Manager-Visa to start a company. You can start it from abroad or while working or studying in Japan. If your company becomes large enough to support you, you can quit your work or studies, get a Investor/Manager-Visa, and become full-time CEO.

In Japan, there is a special type of lawyer called a Gyōsei-Shoshi (行政書士; Administrative Scrivener) who specializes in the paperwork necessary to deal with the Japanese bureaucracy. I was lucky to find one who specializes in both visa questions and founding companies.
He tells me that there is no law preventing me from just starting a company, but that I will be unable to sponsor visa applications. Meaning: I won't be able to employ other foreigners (unless they already have valid working visa), and if I don't manage to acquire a Manager/Investor-Visa myself before my student visa runs out, I'll have to leave Japan. So the race  is on to raise my company's value to 5 Million Yen and find two full-time employees!


NOT the office (sadly) - that comes next.

Most companies in Japan - even small family businesses - are actually corporations (株式会社 Kabushiki-Gaisha).There is such a thing as an LLC in Japanese law, called a Gōdō-Gaisha (合同会社). This only exists since 2006 and is not very popular yet, which sometimes makes it difficult to be taken seriously.
On the plus side, it is much easier and cheaper to create a Gōdō-Gaisha than a Kabushiki-Gaisha. You don't even need a notary.
Of course, this way it's harder to run fund raising campaigns, because you cannot just issue stocks to new investors.
Advantages and disadvantages....
But since I am self-financed (as a first-time wannabepreneur with no business background, the idea of being responsible for other peoples money gives me stomachaches), I opt for the Gōdō-Gaisha.


(There are of course other forms for companies in Japan, but these are more complicated and usually include some entity with unlimited liability - not what you want if you're a first time entrepreneur in a foreign country.)


The other thing I ask from the university support office is if (in case I could start a company) I would be allowed to use my dormitory address as company address.
I am not. *
I am also told to remove the sticker from my door.
I had put up a small plastic plate there that reads 社長室 ("President's office"). It was half a joke, and half a reminder for myself when I came home at night that there was still a dream to be chased and work to be done.
Luckily, I didn't have to pay for a new door, because the damage that the sticker had done to the door was considered acceptable by the university authorities.

* (This is only half the University's agenda. If you do have a house or apartment in Japan, it may be possible to start a company with that address, but not guaranteed. Sometimes, some prefectures will reject company registrations that use residential addresses - but I don't know any details other than that my University would kick me out if I tried to do it there.)

So I had to go find office space.
There are several options: virtual offices that only provide a mail address and a forwarded telephone number. Another option are shared office spaces.
At a startup conference in Osaka I meet some people who run a startup-hub.
The option of seeing Japanese startup culture live and having people with first hand experience to ask in times of trouble is exciting.
I put together a business plan (making up numbers about expected future sales for which I have no evidence goes completely against my scientific training) and pitch them my idea.
They accept!
Great!
Then they change their mind!
Not great!
It turns out their lawyer thinks it might be illegal for foreign students to start companies.
This again.
We agree to a second meeting, with their lawyer.
In preparation, I ask my Gyōsei-Shoshi to write down his point of view and which laws he thinks may apply - knowing I will be in no position to debate Japanese legal issues at the meeting.
So I just admit that I know nothing and hand the print-outs to their lawyer before the meeting.
He has time to study the details ahead of time, everyone can safe face and I get my desk at the startup-hub back.


Office, sweet office. Note the sticker from my dorm room wall found a new home in an attaché case - my mobile President's Office.


Traditionally, Japanese people are using name stamps instead of hand-written signatures to sign legal documents. Recently, this has become more relaxed and most foreigners can get through the legal affairs of living in Japan without having to get a name stamp.
Not so, if you want start a company. Then you need to get a stamp and register it at your city hall.
Luckily there are websites where you can just type in your name and get your stamp by mail (which is perfectly okay, since at this time the stamp is not registered to your name and thus not legally valid yet).
Two hours later, my phone rings. After biting through the fast-paced almost incomprehensibly polite formalities I understand that my name is too long for the stamp. Most Japanese names consist of two characters, some of three, mine of twelve. After some discussion we come to the conclusion that we can break my name and spell it over two lines. So, a long name is no hindrance to starting a company either.

I have to get a second stamp, which is then the official company seal.
Meaning anyone who has the stamp can now make legal contracts in the name of the company.
This is to equal parts awesome and disturbing.


My company's signature is so fat that I still can't find a nice box for it.


Now I need to get the capital in the company.
But all that money is in Europe, where we use the IBAN/SWIFT system.
The "I" in IBAN stands for "International".
It is not international.
At least in Japan, no bank provides IBAN accounts.
It takes me a couple of months to find out that I can actually send money to my Japanese Post Bank account by combining my Japanese account number with some magic number. However it is quite expensive to do so, partly because by now the Yen has risen to match the height of Mt. Fuji.

Time for another quirk in Japanese law to save the day:
There is no minimum requirement for capital.
Well, there is.
1 Yen.
So there isn't.
So I can just start the company with a small amount, and later increase the capital through a process called Zōshi (増資).
I am still praying for the yen to drop before I run out of cash.
That or profits.
Please, please, profits, please.

Now the company still needs a company bank account. I gather the required documents and go to Mitsubishi (yes, that's also a bank - and a big one). The woman looks at my ID.
"You are a student...?"
"Yes."
"But, then you can't do business."
"Yes, I can. See: here are the documents. I have a company and..."
"Please wait a second."
Japanese people have the unnerving quality of staying totally polite while innerly, they stop listening to your arguments, pleas, and curses.
So I go to Rakuten (the Japanese version of Amazon, and, yes, also a bank).
They also reject me.
I realize that I could use my Japanese drivers license as ID - which does not give away my visa status.
The next bank still turns me away. No explanation given.
The fourth bank accepts me. No explanation given.

(I hear that this is a recent phenomenon. Due to too many cases of mailbox-company money laundering frauds even Japanese people have trouble getting a bank account for a newly founded company that does not yet have any records of income or expenses to prove their business. It is sometimes advised to go to smaller, local banks or just run the company out of your personal bank account for a year or so. But this is hearsay.)

Not the goal - just the starting point of the real challenge.

The first thing last: I started over two years ahead of time with acquiring the language skills to start and run a company.
Already having conversational level Japanese, I set out to find the business phrases required.
While normal Japanese with it's different levels of politeness is challenging, business Japanese is a whole other Godzilla.
Most of the resources and translations I can find are Japanese-to-English.
I realize that my Business-English skills are lacking (I'm not a native English speaker, in case you haven't guessed yet from my no prefect writing, ja?).
I often have to translate them back to my native language.
I find that my business skills are lacking, period.
I spend hours on Japanese Wikipedia, decoding explanations and cramming whole phrases and text segments into my Anki Vocabulary Learning App.
I cram until I can quote reference legal documents from the top of my head.
Surprisingly, this makes for great conversational material, because most Japanese people (who would never dream of starting a company) know as little about this obscure corner of the Japanese language as I did.
My favorite is Teikan (定款 - articles of incorporation). No Japanese person (outside the legal and startup subcultures) that I ever met knew the word, nor the second character. Some outright claimed that it does not exist.


So, is it possible to start a company while studying in Japan?
Yes, it is.
It's not easy.
But worth it, maybe, or, I don't know, I'll tell you afterwards.



Max is founder and president of
www.MARUI-PlugIn.com - the VR PlugIn for Maya

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