Setting up a general incorporated association: the difference between the non-profit type and the ordinary type, and the flow from articles to certification and registration

In short: a general incorporated association is a corporation under the Act on General Incorporated Associations and Foundations (Act No. 48 of 2006). The persons who will become members (founding members) jointly prepare the articles of incorporation (Article 10, paragraph 1), those articles are notarised by a notary (Article 13), and the corporation is formed by registration of establishment at the location of the principal office (Article 22). Unlike an NPO, which requires the competent authority's certification (a "certification system"), this is a "normative system": you can establish it without an administrative permit as long as you meet the statutory procedure and requirements, and there is no limit on the field of business. Because the articles must be prepared "jointly," it is understood that two or more founding members are needed, and there is no concept of capital as in a stock company. For tax, there is the ordinary type (anything other than the non-profit type), where corporation tax applies to all income, and the non-profit type (Article 3 of the Order for Enforcement of the Corporation Tax Act), where corporation tax applies only to income from profit-making business; the non-profit type must meet requirements such as provisions in the articles and the proportion of officers who are relatives. Preparing the articles and the establishment documents is the administrative scrivener's work, but notarisation of the articles is for a notary, registration of establishment for a judicial scrivener, the judgement of whether it is the non-profit type and corporation-tax filing for a tax accountant, and where a designation for disability-welfare or nursing-care services is obtained after establishment, the designation application is for an administrative scrivener (us) — each on the premise that you contract with each as an independent business. Sale and lease of the property used as an activity base is handled by Yotsuba Real Estate Co., Ltd., a separate business. This article is general information and does not guarantee an individual establishment or non-profit-type status. Our office receives no referral fee.

How many people, and by what steps, can set up a general incorporated association?

A general incorporated association gives legal personality to an association of persons, under the Act on General Incorporated Associations and Foundations. To set one up, the persons who will become members (founding members) jointly prepare the articles, and all of them sign or affix their names and seals (Article 10, paragraph 1). The statute has no express phrase "two or more," but because it provides that the articles are prepared "jointly," it is understood that two or more founding members are needed; a single person cannot establish one. Members may be individuals or corporations, and there is no concept of investment (capital) as in a stock company.

The mechanism differs from an NPO (specified non-profit corporation), which requires the competent authority's certification of establishment. The NPO flow is organised in The flow of an NPO's certification of establishment and the competent authority. A general incorporated association uses the normative system and can be set up by following the statutory procedure without an authority's certification or permit.

Item	General incorporated association	NPO	Stock company
Governing law	Act on General Incorporated Associations and Foundations	Act on Promotion of Specified Non-profit Activities	Companies Act
How formed	Normative system (notarisation of the articles + registration)	Certification system (authority's certification + registration)	Normative system (registration only)
Notarisation of the articles	By a notary	Not required (the authority certifies)	By a notary
Members	Two or more founding members	10 or more members	Even one shareholder is fine
Limit on business	None	Limited to the 20 fields in the appended table	None
Distribution of surplus	Cannot distribute to members	Cannot distribute to members	Can pay dividends to shareholders

Even if the articles of a general incorporated association include a provision giving members the right to receive a distribution of surplus or residual assets, that provision has no effect (Article 11, paragraph 2). This is the core of "non-profit": making a profit from the business is not itself prohibited, but you cannot adopt a mechanism to share that profit among the members. Which corporate form suits you varies with the content of the business and how funds are raised; this explains the difference between systems. The final choice of form is made by the person.

How do the non-profit type and the ordinary type differ in tax and requirements?

For corporation-tax treatment, a general incorporated association is divided into the "non-profit type" and "everything else (the ordinary type)." The non-profit type is treated as a public-interest corporation under the Corporation Tax Act, and corporation tax is imposed only on income arising from profit-making business (the 34 businesses set out in the Order for Enforcement of the Corporation Tax Act). The ordinary type, like an ordinary corporation, is in principle taxed on all income. Which it is turns not on the corporation's name but on the provisions of the articles and the actual operation.

The requirements for the non-profit type are set out in Article 3 of the Order for Enforcement of the Corporation Tax Act, in the following two types. Common to both is that, for each director, the total number of that director and directors who are their relatives is one-third or less of the total number of directors.

Type	Basis	Main requirements
A corporation with thorough non-profit character	Article 3, paragraph 1	A provision in the articles not to distribute surplus; a provision in the articles that residual assets on dissolution go to the state, local governments, or a public-interest incorporated association/foundation, etc.; never having acted against these (including giving a special benefit to a specific individual or body); relatives among officers one-third or less
A corporation whose purpose is mutual-benefit activity	Article 3, paragraph 2	Activity for the common interest of members as its principal purpose; a provision of membership fees in the articles, etc.; not carrying out a profit-making business as its principal business; no provision in the articles giving a specific individual/body a distribution of surplus or residual assets; relatives among officers one-third or less

When establishing as a vehicle for disability welfare, nursing care, or community activities, whether to choose the non-profit type is considered together with the availability of support schemes and the structure of membership-fee income. That said, the final judgement of whether something is the non-profit type and corporation-tax filing are the tax accountant's work. What the administrative scrivener handles is only shaping the draft articles so that they meet the non-profit-type requirements; the tax determination itself is passed to the tax accountant, each on the premise of a separate contract as an independent business.

What must the articles set out, and where are they notarised?

The articles are the corporation's basic rules, and the articles of a general incorporated association must set out or record the following (Article 11, paragraph 1). Lacking any of these makes the whole articles void.

Matters to be stated in the articles (Article 11, paragraph 1)	Content
Purpose	The purpose of the business the corporation carries out
Name	Must use the words "general incorporated association"
Location of the principal office	Down to the smallest administrative district
Names (or names) and addresses of the founding members	Identifies the founding members
Provisions on acquisition and loss of membership	Conditions for joining and leaving
Method of public notice	Official gazette, electronic public notice, etc.
Business year	The accounting period

As noted above, a provision in the articles giving members the right to receive a distribution of surplus or residual assets has no effect (Article 11, paragraph 2). If you plan to obtain a designation for disability-welfare or nursing-care services after establishment, it is important in practice to write that business specifically into the "purpose" of the articles. This is because the designation criteria generally presuppose being a corporation and having that business included in the articles' business purpose; adding the purpose later requires a change registration. The designation of disability-welfare services and the property requirements are organised in Designation of disability-welfare services (daily-life care, etc.) and the property requirements.

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The articles you prepare do not take effect unless they are notarised by a notary (Article 13). This is a major difference from an NPO, which does not require notarisation. Notarisation is done at the notary public office where a notary belonging to the Legal Affairs Bureau or District Legal Affairs Bureau with jurisdiction over the principal office belongs. Electronic articles are supported, and the 40,000-yen revenue stamp that arises for paper articles is not imposed on the articles of a general incorporated association (because they are not a taxable document under the Stamp Tax Act).

What documents and timeline are needed before registration of establishment?

After notarisation, you select the directors at establishment (where not fixed in the articles, the founding members select them without delay after notarisation; Article 15), and the corporation is formed by registration of establishment at the location of the principal office (Article 22). The flow and rough costs are as follows. The amounts are the statutory costs for registration and notarisation; check the notary office's and Legal Affairs Bureau's latest guidance immediately before writing (accessed 2026-10-20).

Procedure	Who / where	Rough cost
Preparing the articles	Supported by an administrative scrivener	—
Notarisation of the articles	Notary (notary office)	Notarisation fee 50,000 yen (a general incorporated association has no capital concept, so it is a flat amount) + copy fee (250 yen per page; roughly about 2,000 yen)
Selection of directors at establishment	Founding members	—
Registration of establishment	Judicial scrivener (Legal Affairs Bureau)	Registration and licence tax 60,000 yen (appended table 1 of the Registration and Licence Tax Act)

A general incorporated association without a board of directors can be set up with one or more directors; where a board is established, three or more directors and an auditor are required. Registration of establishment is the judicial scrivener's work, and the administrative scrivener does not act as agent for registration. Overall, it is common to expect several weeks to one or two months from fixing the draft articles to completing registration. The specific processing period varies with the congestion of the notary office and Legal Affairs Bureau and whether documents need correction.

If you will obtain a disability-welfare or nursing-care designation after establishment, what should you decide first?

Making the vehicle corporation is not the end; actually operating disability-welfare, nursing-care, or community activities requires a separate designation or permit for each business. Setting up the general incorporated association and these are divided and handed off on the premise that you contract with each as an independent business. The points that reduce backtracking if decided first are:

• Write the future businesses (after-school day service, daily-life care, home-visit care, etc.) specifically into the "purpose" of the articles → supported by an administrative scrivener in the draft articles. Adding later requires a change registration (judicial scrivener)
• Whether to be the non-profit type or the ordinary type → the tax determination and corporation-tax filing are for a tax accountant
• Registration of establishment, and registration of officer changes after formation → a judicial scrivener
• The designation application for disability-welfare or nursing-care services → an administrative scrivener (us; organised in Designation of disability-welfare services (daily-life care, etc.) and the property requirements)
• A medical corporation, for medical purposes → a different system (The flow and required documents for a medical corporation's establishment approval)
• Sale and lease of the office or activity-base property → a real estate broker (Yotsuba Real Estate Co., Ltd., a separate business)

What the administrative scrivener handles is preparing and organising the articles and establishment documents, organising materials to pass to each professional, and attending consultations. For the flow of engagement, see Engagement Flow; for fees, see Fee Schedule; and for the whole range of work handled, see Services. Our office receives no referral fee.

FAQ

Q. Can a general incorporated association be set up by one person?
A. It is understood that two or more founding members are needed. Article 10, paragraph 1 of the Act on General Incorporated Associations and Foundations provides that the persons who will become members prepare the articles "jointly," so one person alone cannot establish one. Members may be individuals or corporations, and the corporation is not immediately dissolved if members fall to one after establishment, but at the time of establishment you line up two or more.

Q. If I choose the non-profit type, will no tax apply?
A. No. The non-profit type (Article 3 of the Order for Enforcement of the Corporation Tax Act) is treated so that corporation tax applies only to income arising from profit-making business, so if you carry on a profit-making business, it is taxed. Whether it is the non-profit type, and the scope of profit-making business and whether a return is needed, are individual judgements, so a tax accountant handles them. The ordinary type (anything other than the non-profit type) is in principle taxed on all income.

Q. Are the articles notarised at the competent authority, as with an NPO?
A. No. The articles of a general incorporated association are notarised by a notary (Article 13). The mechanism differs from an NPO, which requires the competent authority's certification of establishment; a general incorporated association uses the normative system and is formed by registration of establishment without an authority's certification or permit (Article 22).

Q. Can I ask one office to handle everything from establishment to a disability-welfare designation?
A. Preparing the articles and establishment documents and the designation application are for an administrative scrivener, notarisation of the articles for a notary, registration of establishment for a judicial scrivener, and the non-profit-type determination and corporation tax for a tax accountant — each contracted separately as an independent business. We can receive your consultation at one window and organise and pass materials to each professional, but the engagements are separate. Our office receives no referral fee.

Sources (Primary Information)

• e-Gov Law Search, "Act on General Incorporated Associations and Foundations" (Act No. 48 of 2006), Article 10, paragraph 1 (founding members jointly prepare the articles; all sign or affix name and seal), Article 11, paragraph 1 (matters to be stated in the articles = purpose / name / location of principal office / names and addresses of founding members / acquisition and loss of membership / method of public notice / business year), Article 11, paragraph 2 (a provision giving members the right to a distribution of surplus or residual assets has no effect), Article 13 (the articles do not take effect unless notarised), Article 15 (selection of directors at establishment) and Article 22 (formation by registration of establishment at the location of the principal office) (accessed 2026-10-20)
• e-Gov Law Search, "Order for Enforcement of the Corporation Tax Act," Article 3, paragraph 1 (requirements for a corporation with thorough non-profit character) and Article 3, paragraph 2 (requirements for a corporation whose purpose is mutual-benefit activity); and the treatment that a public-interest corporation under the Corporation Tax Act is taxed only on income from profit-making business (accessed 2026-10-20)
• Japan National Notaries Association, "Notarisation of articles" Q&A (notarisation fee for a general incorporated association; copy fee of 250 yen per page, roughly about 2,000 yen; that no revenue stamp is affixed to the articles of an association) (accessed 2026-10-20)
• e-Gov Law Search, "Registration and Licence Tax Act," appended table 1 (registration and licence tax on registration of establishment of a general incorporated association/foundation) (accessed 2026-10-20)

This article is general information and does not guarantee an individual establishment, non-profit-type status, whether documents are needed, or the effect of procedures. Preparing the articles and establishment documents and consultation is for an administrative scrivener, notarisation of the articles for a notary, registration of establishment and registration after formation for a judicial scrivener, the non-profit-type determination and corporation tax for a tax accountant, and the designation application for disability-welfare or nursing-care services for an administrative scrivener (us) — each as an independent business under a separate contract. Sale and lease of the office or activity-base property is handled by Yotsuba Real Estate Co., Ltd., a separate business, and our office receives no referral fee. Costs and processing periods are checked against the notary office's and Legal Affairs Bureau's latest guidance. Written by Joji Uramatsu, administrative scrivener and licensed real estate broker.