Non-material capital from assets

April 6, 2023

A short summary of a not well known way to increase your company's capital through registering your assets as a non-material capital

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For a Japanese company, having low capital means having less trust from partners, banks, and even the government. Even small banks require you to have at least 1 million JPY to open a bank account, and Immigration requires you to have at least 5 million JPY to be able to sponsor visas. In many terms, having your company's capital larger than 5 million JPY will bring many benefits.

But what if we don't have enough money to put in as capital? Then we can use our assets as non-material capital and increase the overall capital value.

In this article, I will explain how it works.

What is Non-Material Capital?

Non-material capital refers to your assets that you can contribute to your company as capital.

For example, you can contribute your personal MacBook to your company, which will then be counted as your investment in the company and added to the overall sum of your company's capital. You can use many different things as non-material capital, such as equipment, real estate, source code of your app, image or video assets, or a website.

If we are talking about digital assets, then it's basically making money out of nothing. You can say that your website has a value of 1 million JPY and add that to your overall capital. It's a very easy thing to do.

How much capital can I register?

There is no limit to how much capital you can add with non-material assets.

However, there is a rule regarding the evaluation of these assets. The rule is simple: if you want to add more than 5 million JPY with non-material assets, then you need to have an authorized third party estimate the actual cost of your assets. If the sum is less than 5 million JPY, you are allowed to estimate the value yourself.

Because of this rule, it's very easy to add up to 5 million JPY to your capital by simply stating that your website is worth that amount.

What Documents are Needed?

If you do not have a company yet and want to use your assets as initial capital, you need to include that information in your articles of incorporation.

The thing that you need to write will look similar to this:

第○○条 当会社の設立に際して現物出資をする者の氏名、出資の目的である
 発起人 ○○○○

In addition, you will need a set of documents:

  • Investigation Report (調査報告書) written and signed by the directors of the future company, explaining what kind of assets are being registered as capital and confirming their value.
  • Property Transfer Certificate (財産引継書) issued by the person transferring the assets, confirming that the assets are being transferred to the company as its property (Template).
  • Certificate of Capitalization (資本金の額の計上に関する証明書) where the representative director of the new company confirms that the assets have been transferred to the company and that their value is correct (Template).

Remember that if you have several people putting assets as non-material capital, documents should be made for each.

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