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Buying a business in Japan, step by step

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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

Buying while living in Japan

11 steps, from choosing the kind of deal to your first months as the owner.

Highlights

  1. Two ways to buy. You usually buy either the company's shares or the business itself.1

  2. Free public help. Every prefecture has a public succession support centre you can consult.2

  3. Your visa status. Running the business yourself calls for a status of residence that covers it, such as Business Manager.3

  4. Foreign-investment filings. Some investments by foreign investors need notice to the government, in advance or afterwards.4

  1. 1SME Agency: the main ways a small business changes hands, read on 2026-09-28
  2. 2SME Agency: how a business succession is carried out, read on 2026-09-28
  3. 3Immigration Services Agency: the Business Manager status, read on 2026-09-28
  4. 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.

  1. Step 1: Decide what kind of deal you want

    Buying 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.

    SME Agency: the main ways a small business changes hands

    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.

    SME Agency: the main ways a small business changes hands

  2. Step 2: 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.

    SME Agency: M&A guidelines, overview page

    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)

  3. For buyers living in Japan

    Step 3: Arrange the money

    Japan Finance Corporation, the government-owned lender, has loans aimed at people taking over a business, and runs a free matching service between owners and would-be buyers.

    Japan Finance Corporation: business succession support

    When
    Alongside your search

    Scout's tip

    The government's business succession subsidy has a category for expert costs, which can help pay for experts to draw up the contracts or settle the price.

    SME Agency: how a business succession is carried out

Find the business and meet the owner

From an anonymous summary to a shared understanding with one owner.

  1. Step 4: Find a business and sign the NDA

    You 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

  2. Step 5: Meet the owner

    The 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)

  3. Step 6: 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.

  1. Step 7: Due diligence

    Experts 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.

    SME Agency: the main ways a small business changes hands

  2. Step 8: 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.

    SME Agency: M&A guidelines, overview page

Agree and close

The contract, the money, and the paperwork that follows it.

  1. Step 9: 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)

  2. Step 10: 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.

  1. Step 11: Take over, with the owner alongside

    After 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.

    Ask Keisho

  • 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.

    Ask Keisho

Every rule here links to the government page it came from, read on the date shown above.

Each link goes to the office whose rule it is. We do not re-check them on a schedule, so treat the date as what it is: the day we read the page.