Tax Considerations When Transitioning from a Sole Proprietorship to a Corporation in Japan

【Koshida Accounting Firm Column Date:

Hi, my name is Taisei Koshida, and I am a certified public accountant and tax accountant.


I aim to assist non-Japanese business owners who struggle with reading or writing in Japanese. If you find the Japanese tax return system challenging, I can help you with your tax filings.


If you are unclear about transitioning to a corporation in Japan, you might find this blog helpful.





High possibility of a tax audit

When transitioning to a corporation, there’s a high chance that a tax audit will be conducted on previous tax returns from the sole proprietorship. This is the optimal time for tax officers working in the individual business section, as the rights transfer from the individual to the corporation and the sole proprietorship must close down.


Business Tax Can Be Accounted as Payable

Usually, in an individual tax return, business tax is considered an expense for the year it is paid (not the year in which the profit occurs). However, when transitioning to a corporation, you can deduct business tax as payable in the final individual tax return. Although you may want to deduct it in the year you make the payment, you can’t file a tax return because the sole proprietorship will already have closed down.


Succession of Assets and Liabilities


 Operational Account Receivables and Payables

These should not be transferred to a corporation, but rather collected or paid as an individual, as this is smoother than transferring them.


Inventories and Fixed Assets like Equipment

Inventories and fixed assets like equipment need to be transferred at their current market value.


The Debt from Banks

Debts from banks need to be transferred from the individual to the corporation.



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