Contract Terms for Your Longest Business Relationship: Hiring a Zeirishi Before the Kaisha Exists

There's a peculiar sequencing error that shows up again and again among American founders incorporating in Japan. They interview three incorporation agents, compare legal fees to the yen, and agonize over whether a Kabushiki Kaisha or Godo Kaisha sends the right signal to investors. Then, when someone asks who will handle their corporate tax filings, they shrug and say they'll figure it out later.

Later is a problem. In Japan, the licensed tax accountant—the zeirishi—is not a vendor you swap out when the invoice looks high. They become embedded in your invoice-threshold strategy, your social insurance enrollment decisions, your consumption tax treatment, and your year-end adjustments. Choose poorly, and you're locked into a relationship that shapes your company's finances long after the incorporation paperwork stops mattering.

Why the Zeirishi Decision Precedes the Name Decision

Japan's invoice system (the revised consumption tax framework that took effect in October 2023) is the clearest example of why this choice comes first. Whether your entity should register as an invoice issuer depends on your revenue projections, your clients' demands, and your industry—judgments a competent zeirishi should help you make before you file anything.

The same goes for social insurance. A founder drawing a modest salary from a new KK will generally be enrolled in shakai hoken, and the arithmetic of employer contributions versus national health insurance varies sharply depending on structure and salary design. A zeirishi who understands foreign-owned startups will model this for you. One who mostly serves domestic mom-and-pop shops may not think to ask.

In short: the person you hire before incorporation influences whether incorporation is even the right move yet.

What a Zeirishi Actually Does (And Doesn't)

US founders often map the zeirishi onto a CPA back home, and the analogy mostly holds—but with important gaps:

• They handle tax filings and advisory work: corporate tax returns, consumption tax filings, withholding tax reconciliation, payroll tax matters.
• They typically do not handle payroll administration as a routine service—many will refer you to a gyoseishoshi or social insurance labor consultant (sharoushi) for that.
• They are not bookkeepers, though many offices offer bookkeeping support or coordinate with one.
• They cannot file your incorporation paperwork in most cases—that's the gyoseishoshi's lane, though the two often work in tandem.

Expect to assemble a small bench: an incorporation agent, a zeirishi, possibly a sharoushi, and a bank-friendly seal maker. The zeirishi is the one you'll call at 9 p.m. before a filing deadline, so chemistry matters.

The Interview Questions That Reveal Everything

When you sit down (or Zoom in) with a candidate, skip the generic "how long have you been practicing?" and go straight to the questions that expose relevant experience:

1. "How many foreign-owned entities do you currently represent?" Not "have you ever"—currently. A zeirishi who serves a dozen US-founded startups will know about FBAR-adjacent concerns, foreign shareholder reporting, and the documentation US investors expect.

2. "What's your position on invoice system registration for a company at our projected revenue?" There's no single right answer, but there is a right way to answer: with questions about your clients and margins, not a shrug.

3. "Who at your office will actually touch our file?" Many senior zeirishi win the pitch and delegate the work to junior staff. That's fine—provided the juniors are competent and the senior reviews. What's not fine is discovering it in February.

4. "Can you walk me through the year-end adjustment calendar for a company like ours?" This tests whether they think in processes or one-off filings.

5. "What happens if I want to leave?" A good accountant has a clean, documented offboarding process. A defensive answer here is a preview of the exit you might someday need.

Red Flags Worth Heeding

• Guaranteed outcomes. Tax positions in Japan, as in the US, involve judgment. Anyone promising certainty is selling something.
• No written engagement letter. Japanese professional relationships sometimes run on trust and handshakes, but you should insist on scope, fees, and termination terms in writing—ideally in English if your Japanese is business-level at best.
• Bundled services with unclear pricing. "We'll handle everything" is only reassuring when "everything" has a number attached.
• Zero curiosity about your business model. If they don't ask what you do, they're filing tax returns, not advising a company.

What It Should Cost

Fee structures vary by region and office size, but rough benchmarks for a small foreign-owned KK or GK in Tokyo:

• Monthly bookkeeping and advisory: ¥20,000–¥80,000 depending on transaction volume
• Annual corporate tax filing: ¥100,000–¥300,000, often scaled to revenue
• Consumption tax filings: ¥30,000–¥100,000 annually if required
• Initial consultation: often free to ¥20,000, sometimes credited against first-year fees

Treat quotes dramatically below these ranges with suspicion—either the scope is narrower than it appears, or the office is too thin to give your file attention.

The Commitment Test

Here's the framing that should guide your choice: a co-founder can be bought out, a lease can be terminated, an incorporation agent's job ends when the registration certificate arrives. A zeirishi relationship, by contrast, compounds. They learn your business, your shareholders, your expansion plans. Switching accountants mid-stream means re-explaining years of context and, in the worst case, untangling filings done badly.

So interview them the way you'd interview a co-founder. Ask hard questions. Check references—specifically, references from other foreign founders. And make the decision before you commit to a company name, because the right accountant might just talk you out of the wrong structure.

The incorporation certificate is a snapshot. Your zeirishi is a movie. Cast accordingly.