How do you set up an NPO (specified non-profit corporation)? The certification application flow and the competent authority

In short: an NPO (specified non-profit corporation) is a non-profit corporation that carries out activities in the 20 fields listed in the appended table of the Act on Promotion of Specified Non-profit Activities (Act No. 7 of 1998), such as promoting health, medical care and welfare, or promoting community development. To establish one, you need the "certification of establishment" of the competent authority — the governor of the prefecture where the principal office is located (or, where the office is only within one designated city, the head of that designated city) (Articles 9 and 10). Certification follows a "certification system": if you comply with laws and meet the requirements, you are certified — unlike a stock company, which is formed by registration alone. The application attaches documents such as the articles of incorporation and a list of 10 or more members (Article 10, paragraph 1); after acceptance there is a two-week public inspection, and the competent authority decides to certify or not within two months after the inspection period (Article 10, paragraph 2; Article 12). Once you receive the certification notice, the NPO is formed by registration of establishment at the location of the principal office (Article 13, paragraph 1). Preparing the articles and the certification-application documents is the administrative scrivener's work, but registration of establishment is for a judicial scrivener, tax such as corporation tax on profit-making business is for a tax accountant, and where a designation for disability-welfare or nursing-care services is involved it is handed off to a separate designation application — 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 certification. Our office receives no referral fee.

How does an NPO differ from a stock company or a general incorporated association?

An NPO, a stock company and a general incorporated association are all corporations, but differ in governing law, how they are formed, and the purpose of their activities. An NPO is a corporation that, under the Act on Promotion of Specified Non-profit Activities, carries out one of the 20 fields of activity listed in the appended table, for the purpose of contributing to the interests of many and unspecified persons (the public interest).

Item	NPO	Stock company	General incorporated association
Governing law	Act on Promotion of Specified Non-profit Activities	Companies Act	Act on General Incorporated Associations and Foundations
How formed	Competent authority's certification + registration	Registration only (normative system)	Registration only (normative system)
Fields of activity	Limited to the 20 fields in the appended table	No limit	No limit
Members	10 or more required	Even one shareholder is fine	Two or more members
Distribution of surplus	Cannot distribute to members	Can pay dividends to shareholders	Cannot distribute to members

An NPO is not for profit and does not distribute surplus to its members. It also cannot have as its principal purpose spreading religious teachings, promoting, supporting or opposing a political doctrine, or recommending, supporting or opposing a specific candidate for public office or a political party (Article 2, paragraph 2). The number of officers who receive remuneration must be kept to one-third or less of the total number of officers. Which corporate form suits you varies with the content of the activities and how funds are raised; this explains the difference between systems. The final choice is made by the person. A medical corporation, for medical purposes, has a different structure, organised in The flow and required documents for a medical corporation's establishment approval.

Where (the competent authority) do you apply for certification of establishment?

The place to apply for certification of establishment (the competent authority) is the governor of the prefecture where the principal office is located. However, where that office is located only within one designated city, the head of that designated city is the competent authority (Article 9). Even if offices span several prefectures, the competent authority is determined by the location of the principal office.

When the competent authority accepts an application for certification of establishment, it must, without delay, give public notice or make it public, and make certain documents available for public inspection for two weeks (Article 10, paragraph 2). This inspection period was shortened from one month to two weeks by the amendment that took effect on 9 June 2021. The matters for inspection are made public by means such as the competent authority's use of the internet. The purpose of this inspection and disclosure is that the establishment of an NPO is designed as a procedure open widely to citizens.

What do the articles of incorporation and application documents require?

An application for certification of establishment attaches the following documents to the application form (Article 10, paragraph 1). The articles of incorporation are the corporation's basic rules, setting out the name, purpose, type of activities, location of offices, qualifications of members, officers, meetings, assets, accounting and business year.

Main attached documents	Content
Articles of incorporation	The corporation's basic rules (purpose, name, type of activities, members, officers, accounting, etc.)
List of officers	Officers' names and addresses or residences, and whether they receive remuneration
Copies of written acceptance of office and written oaths	Each officer swears they fall under no disqualification, etc.
Documents proving addresses, etc.	Documents proving officers' addresses or residences
List of 10 or more members	Shows there are 10 or more members
Written confirmation	Confirms it is not a religious, political or electoral body, etc.
Statement of purpose of establishment	The purpose of why it is established
Copy of minutes evidencing the decision to establish	Minutes of the founding meeting, etc.
Business plan and activity budget	One each for the initial business year and the following year

Having 10 or more members is one of the criteria for certification (Article 12, paragraph 1). Officers require three or more directors and one or more auditors. Because the articles and minutes are also used later for registration and tax filings, it is important in practice to align the consistency of their contents from the start. Preparing and organising the articles and the application documents can be supported by an administrative scrivener.

How long does it take from certification to registration and formation?

The flow is: preliminary consultation → application and acceptance → two-week public inspection → the competent authority's decision to certify or not → notice of certification → registration of establishment → formation, in that order. Unless there is a justifiable reason, the competent authority decides to certify or not and notifies in writing within two months from the day the inspection period (two weeks) passes (Article 12, paragraph 2). Where the competent authority has set a shorter period by ordinance, it is within that period.

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Procedure	Rough guide	Basis / note
Public inspection	Two weeks	After acceptance, public notice and inspection without delay (Article 10, paragraph 2)
Decision to certify or not	Within two months after the inspection period	A shorter period may be set by ordinance (Article 12, paragraph 2)
Registration of establishment	Within two weeks from the day of the certification notice	The corporation is formed by registration (Article 13, paragraph 1)
Notification after formation	Without delay	File with the competent authority attaching the certificate of registered matters and the inventory of property

If a person who has received certification of establishment does not register the establishment within six months from the day of certification, the competent authority may revoke the certification of establishment. Overall, it is common for several months to pass from application to formation. Because the specific processing period and required documents are set out in each competent authority's manual, check that authority's latest guidance immediately before writing.

Who should handle registration of establishment and tax?

Establishing an NPO involves several specialist fields. Each is handed off on the premise that you contract separately as an independent business.

• Preparing and organising the articles and the certification-application documents → an administrative scrivener
• Registration of establishment, and registration of officer changes after formation → a judicial scrivener
• Corporation tax on profit-making business, consumption tax, withholding and other tax → a tax accountant
• Where a designation for disability-welfare or nursing-care services is involved, the designation application → a separate designation application (organised in Designation of disability-welfare services (daily-life care, etc.) and the property requirements)
• Sale and lease of the property used as the office or activity base → a real estate broker (Yotsuba Real Estate Co., Ltd., a separate business)

An NPO is treated as a public-interest corporation under the Corporation Tax Act, and in principle corporation tax is imposed only on income arising from profit-making business; but whether something is a profit-making business and whether a return is needed are individual judgements, so a tax accountant handles them. What the administrative scrivener handles is preparing and organising the articles and the certification-application 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. Where a foreign national is among the officers or members, see also Residence status for foreign business owners (Business Manager visa) and company formation. Our office receives no referral fee.

FAQ

Q. Can anyone set up an NPO? How many members are needed?
A. Having 10 or more members is one of the criteria for certification (Act on Promotion of Specified Non-profit Activities, Article 12, paragraph 1). In addition, officers require three or more directors and one or more auditors. It must also not be for profit and not have religion, politics or elections as its principal purpose (Article 2, paragraph 2). Whether you meet the requirements individually is checked after gathering documents.

Q. How long does it take from the certification application to formation?
A. After acceptance there is a two-week public inspection, and the competent authority decides to certify or not within two months after that (Article 10, paragraph 2; Article 12, paragraph 2). After the certification notice, the NPO is formed by registration of establishment at the location of the principal office (Article 13, paragraph 1). Overall it is common for several months to pass from application to formation, and the period varies by competent authority.

Q. If I receive certification, will I definitely become an NPO?
A. No. Certification is a system you can receive if you comply with laws and meet the requirements, but even after the certification notice, the corporation is not formed unless you then register the establishment. If you do not register within six months from the day of certification, the competent authority may revoke the certification. Registration is handled by a judicial scrivener.

Q. Can I have one office handle everything from the articles to registration and tax?
A. Preparing the articles and the certification-application documents is for an administrative scrivener, registration of establishment for a judicial scrivener, and 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 Promotion of Specified Non-profit Activities" (Act No. 7 of 1998), Article 2, paragraph 2 (definition of a specified non-profit corporation; the 20 fields in the appended table; not for profit; not having religion / politics / elections as principal purpose), Article 9 (competent authority = prefectural governor or head of designated city), Article 10, paragraph 1 (documents attached to the certification application), Article 10, paragraph 2 (public notice and two-week inspection after acceptance), Article 12 (criteria for certification; 10 or more members; decision within two months after the inspection period) and Article 13, paragraph 1 (formation by registration of establishment) (accessed 2026-09-30)
• Cabinet Office NPO Homepage, "About the certification system" (npo-homepage.go.jp: two-week inspection, decision to certify or not within two months after the inspection period, registration of establishment after the certification notice, revocation of certification where not registered within six months, notification after formation) (accessed 2026-09-30)
• Cabinet Office, "Manual for procedures under the Act on Promotion of Specified Non-profit Activities" and guidance from Kanagawa and other competent authorities (the amendment effective 9 June 2021 shortened the inspection period from one month to two weeks and made the matters for inspection public via the internet) (accessed 2026-09-30)
• e-Gov Law Search, "Corporation Tax Act" (referenced to confirm that taxation of income arising from profit-making business is the domain of a tax accountant) (accessed 2026-09-30)

This article is general information and does not guarantee an individual establishment, certification, whether documents are needed, or the effect of procedures. Preparing the articles and the certification-application documents and consultation is for an administrative scrivener, registration of establishment and registration after formation for a judicial scrivener, corporation tax and other tax for a tax accountant, and where a designation for disability-welfare or nursing-care services is involved, a separate designation application — 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. The individual feasibility of an establishment is checked at a meeting against the competent authority's manual and latest practice. Written by Joji Uramatsu, administrative scrivener and licensed real estate broker.