Buying a business in Japan, step by step
Last updated
What happens, in what order, and who is involved, from deciding what kind of deal you want to your first months as the owner. Pick the path that fits you and the guide shows only your steps.
Your path
Investing from abroad
13 steps, from choosing the kind of deal to your first months as the owner.
Highlights
Two ways to buy. You usually buy either the company's shares or the business itself.1
Free public help. Every prefecture has a public succession support centre you can consult.2
Your visa status. Running the business yourself calls for a status of residence that covers it, such as Business Manager.3
Foreign-investment filings. Some investments by foreign investors need notice to the government, in advance or afterwards.4
- 1SME Agency: the main ways a small business changes hands, read on 2026-09-28
- 2SME Agency: how a business succession is carried out, read on 2026-09-28
- 3Immigration Services Agency: the Business Manager status, read on 2026-09-28
- 4Ministry of Finance: screening of inward direct investment, read on 2026-09-28
Get ready
Before you look at a single listing: the shape of the deal, who will help you, and where the money comes from.
Step 1: Decide what kind of deal you wantBuying the shares changes only who owns the company. Its assets, debts, staff, contracts and licences generally stay in place, and the paperwork is simpler than the alternatives.
SME Agency: the main ways a small business changes hands
- When
- Before you look at listings
Scout's tip
Buying the business instead of the company lets you take only the parts you want, which makes it easier to leave hidden debts behind.
Watch out
In a business transfer, contracts and staff move over one at a time, each with the other party's agreement, and licences often don't transfer — so you may have to apply for new ones.
- For investors abroad
Step 2: Decide who will run it day to day
A Japanese company can be registered even when all of its representative directors live abroad. The rule that at least one had to live in Japan was abolished in 2015.
Ministry of Justice: company registration for people living abroad
- When
- Before you meet owners
The exact rule
Running a business that earns income, or doing paid work, outside what your status allows requires permission in advance.
Source: 出入国在留管理庁 — 資格外活動の許可（入管法第19条） — read on 2026-09-28
Watch out
A visitor's short-term stay covers sightseeing, meetings, business liaison and similar short visits.
Step 3: Line up help, and find out how advisers are paid
Most M&A advisers charge a percentage that steps down as the deal gets larger, and many also set a minimum fee. The figure the percentage is applied to varies from firm to firm, so ask what it is.
SME Agency: M&A guidelines, overview page
- When
- Before you contact sellers
- Who's involved
- A succession support centre, a tax accountant (税理士), or a registered M&A adviser.
Scout's tip
The SME Agency's register of M&A advisers lets you look up registered firms, including how they set their fees and what their minimum fee is.
Watch out
An intermediary (仲介者) sits between buyer and seller, and the SME Agency's guidelines treat that as a conflict-of-interest risk. Ask whether an adviser is an intermediary or acts for you alone, and who else pays them.
SME Agency: M&A guidelines for small businesses (3rd edition)
- For investors abroad
Step 4: Open a bank account in Japan early
Every bank screens a new company account, and it can refuse without telling you why.
JETRO: setting up in Japan, opening a company bank account
- When
- As soon as you decide to buy
Watch out
Expect questions about who ultimately owns the company, why you need the account and what the business does. Missing papers or slow answers can count against you, so have them ready.
Find the business and meet the owner
From an anonymous summary to a shared understanding with one owner.
Step 5: Find a business and sign the NDAYou first see an anonymous summary. If you're interested, you sign a confidentiality agreement (an NDA), and are then shown the company's name and its business and financial details.
SME Agency: M&A guidelines for small businesses (3rd edition)
- When
- Once you know your budget and your route
Scout's tip
The government's succession support centres also run a successor bank, which introduces people who want to start out by taking over a business to owners with no successor.
SME Support Japan: help with passing a business to a third party
Step 6: Meet the ownerThe meeting between the two owners is where each side sees the other's values, company culture and character for themselves, and it shapes everything negotiated afterwards.
SME Agency: M&A guidelines for small businesses (3rd edition)
- When
- After you've read the company's details
Scout's tip
Go in knowing what you want, in order of importance, and which points you will not give up.
SME Agency: M&A guidelines for small businesses (3rd edition)
Step 7: Agree the main terms in a letter of intent
A letter of intent records what both sides have agreed so far. It is mostly not legally binding, but its promises of exclusive negotiation and confidentiality usually are.
SME Agency: M&A guidelines for small businesses (3rd edition)
- When
- Once you and the owner both want to go ahead
Check it properly
What the owner tells you is where checking starts, not where it ends.
Step 8: Due diligenceExperts you hire examine the company for risks: usually its finances, assets and debts, and its legal position — shares and contracts — and often its tax, staff and more.
SME Agency: M&A guidelines for small businesses (3rd edition)
- When
- After the letter of intent
- Who's involved
- An accountant and a lawyer, hired by you.
The exact rule
Claims for unpaid wages, including overtime pay, can reach back three years from each payday for the time being; the law itself now sets five.
Source: 厚生労働省 — 賃金請求権の消滅時効は、どのように変更されたのでしょうか？ — read on 2026-09-28
Scout's tip
Don't rely on what the owner tells you. A small company that looks fine often carries risks its own owner hasn't noticed.
SME Agency: M&A guidelines for small businesses (3rd edition)
Watch out
When you buy the shares, hidden debts come with the company — unpaid overtime, for example, or damages from a dispute that hasn't happened yet.
Step 9: Find out about the owner's personal guarantees
An owner's personal guarantee means the owner stands behind the company's bank loans. If the company can't repay, the lender can ask the owner to pay instead.
SME Agency: owners' personal guarantees
- When
- During due diligence
The exact rule
Whether a guarantee is released is, in the end, the lender's decision.
Source: 中小企業庁 — 経営者保証 — read on 2026-09-28
Watch out
The SME Agency reports buyers who were expected to take over the seller's guarantee and then did not. Settle exactly what happens to it in the final agreement.
Agree and close
The contract, the money, and the paperwork that follows it.
Step 10: Sign the final agreement and close
Closing is when, after the final agreement is signed, the shares or assets are transferred and the price is paid.
SME Agency: M&A guidelines for small businesses (3rd edition)
- When
- After due diligence
Scout's tip
Each licence follows its own law. Food businesses changed on 13 December 2023: the buyer of a whole food business can now take over its permit by notification, and the seller consults the public health centre in advance.
Tokyo Metropolitan Government: food permits when a business is transferred
Watch out
A lease with a change-of-control clause may need the landlord's agreement for the business to keep its premises. Start talking to landlords, leasing firms and lenders before closing.
SME Agency: M&A guidelines for small businesses (3rd edition)
- For investors abroad
Step 11: File the foreign-investment paperwork
Under the foreign exchange law, some investments by foreign investors need notice to the government in advance and others a report afterwards. Deciding whether advance notice applies is, in principle, up to the investor.
Ministry of Finance: screening of inward direct investment
- When
- Before closing, if advance notice applies
- Who's involved
- The Ministry of Finance (財務省), with filings made through the Bank of Japan.
Watch out
A review can take time. The Ministry asks investors to file early and leave room before the planned date, especially ahead of holiday periods.
Step 12: Register the new directors
Changes to a company's registration are generally due within two weeks. For a new director, the two weeks run from the day they accept the post.
Legal Affairs Bureau: company registration FAQ
- When
- Straight after closing
- Who's involved
- The Legal Affairs Bureau (法務局), usually through a judicial scrivener (司法書士).
Take over
The deal closing is the start of running the business, not the end of buying it.
Step 13: Take over, with the owner alongsideAfter closing, the seller is expected to help with the handover in good faith, and the final agreement can set out exactly what they will do.
SME Agency: M&A guidelines for small businesses (3rd edition)
- When
- From closing day
Scout's tip
The handover usually includes telling staff and customers, and moving leases, rental agreements and loans — with any guarantees — into the new owner's name.
SME Agency: M&A guidelines for small businesses (3rd edition)
Not sure buying is your route?
Keisho, the advisory firm behind Keisho Scout, also helps people enter Japan without buying a business. These are Keisho's own services, quoted and agreed with Keisho directly. They are not plans on this site.
Japan entry strategy: buy or build
For when you know you want Japan, but not yet whether to buy a business or start one.
Research, a buy-or-build comparison, market feasibility, businesses you could acquire, what setting up would take, costs and risks. It ends in a recommended plan for entering Japan.
Keisho quotes after a short call.
Japan market entry and setup
For bringing a business you already run to Japan.
A market entry strategy, local research, finding a location or a partner, planning the setup, introductions, adapting for Japan, and working with lawyers, accountants and other specialists.
Keisho quotes after a short call.