The first article in this series covered why Japan's business succession crisis has created a genuine buyer's market. This one covers the mechanics — how the platforms actually work, what they cost, what the listings do and don't tell you, and where deals go wrong. The honest summary up front: these platforms make it easy to start a deal and dangerously easy to complete a bad one.
How the Two Main Platforms Actually Differ
Tranbi and Batonz look similar from the outside but operate on fundamentally different models, and the difference matters more than the listing counts.
Tranbi is a direct-negotiation platform. The buyer registers, browses listings, and negotiates directly with the seller with minimal intermediation. This keeps costs low and suits buyers who either have genuine M&A experience or have assembled their own advisory team. The tradeoff is that nobody is holding your hand — if you don't know what to ask for in due diligence, the platform won't prompt you.
Batonz leans toward supported deals. Many listings involve an M&A advisor on the seller's side, and the platform actively markets advisor matching and concierge support for buyers. This makes it more suitable for first-time buyers, but the advisor support is not free — advisor fees are charged separately, on top of the platform's own fees.
What this means for a foreign buyer specifically
If your Japanese is strong enough to negotiate directly and you have your own legal and accounting support lined up, Tranbi's self-service model can work and costs less. If you're relying on the platform's structure to guide you through an unfamiliar process in an unfamiliar language, Batonz's supported model is safer — but budget for the advisor fees as a real, separate cost, not an afterthought.
What It Actually Costs
Platform fees on these marketplaces are structured around minimums that disproportionately affect smaller deals — which is exactly the deal size most individual foreign buyers are looking at.
Tranbi buyer fee structure
Tranbi charges buyers 3% of the deal price or ¥300,000, whichever is higher. On a ¥3 million acquisition, the 3% would be ¥90,000 — but the ¥300,000 minimum applies instead, making the effective rate 10%. The smaller the deal, the more the minimum fee dominates. Factor this into whether a low-priced listing actually makes financial sense after fees.
Beyond the platform fee, budget separately for: any M&A advisor fees (on Batonz especially), due diligence costs paid to accountants and lawyers, and the legal cost of drafting and reviewing transfer agreements. For an individual buyer, these professional costs frequently exceed the platform fee itself, and skipping them is where most deals go wrong.
The 成約 button trap on Tranbi
Tranbi requires buyers to press the "deal completed" (成約) button on the platform on the exact date the transfer contract is signed. This is not a formality — forgetting to press it on the signing date, or pressing it late, triggers a significant penalty fee. Calendar-manage your signing date and press the button the same day. This is a specific operational trap that catches people who treat the platform mechanics as secondary to the deal itself.
Reading the Listings — What's There and What's Missing
Listings on these platforms typically show revenue, rough profit, employee count, region, industry, asking price, and a seller's stated reason for sale. What they systematically under-disclose is exactly what matters most: the real reason for sale, the condition of the customer relationships, undisclosed liabilities, and how much of the business's value walks out the door with the departing owner.
The cheap listings deserve the most skepticism, not the least. A business listed well below what its revenue would suggest is cheap for a reason, and the reason is rarely "the owner is feeling generous." Common explanations: declining revenue the trailing numbers don't yet show, a key customer about to leave, equipment at the end of its life, debt the headline price doesn't include, or a license that doesn't transfer.
'Assets that should exist, don't'
Batonz's own guidance contains a blunt warning worth repeating: buyers who proceed through direct negotiation without expert due diligence routinely discover after closing that assets they assumed were part of the business simply aren't there. Inventory that was counted but already sold. Equipment that was leased, not owned. Receivables that are uncollectable. The listing is a sales document, not an audited disclosure.
Due Diligence for a Japanese SME — What's Different
The general principles of M&A due diligence apply, but several things are specific to small Japanese businesses and easy for a foreign buyer to miss.
Financial due diligence has to account for the reality that many small Japanese businesses run their books for tax minimization rather than accurate valuation. Reported profit may understate the real cash flow, or owner compensation may be structured in ways that obscure the actual economics. This cuts both ways — it can hide value as well as problems — but it means the reported numbers are a starting point for investigation, not a conclusion.
Legal due diligence must specifically check which licenses and permits are company-held versus owner-held, as covered in the first article. It must also check for personal guarantees — Japanese SME owners frequently personally guarantee company debt, and the structure of how that's resolved at transfer is a real negotiation point.
The key-man interview is the most important due diligence step
For an owner-operated business, the single most valuable due diligence activity is a structured, honest conversation with the departing owner about what actually keeps the business running — which relationships are personal, what isn't written down anywhere, what the real seasonal patterns are, and what they're genuinely worried about post-sale. A seller unwilling to have this conversation candidly is itself a significant warning sign.
The Language Reality, Stated Plainly
Both platforms have more complete listings in Japanese than in any English interface, the seller communication happens in Japanese, the financial statements are in Japanese, the contracts are in Japanese, and the due diligence documents are in Japanese. There is no version of this process where a non-Japanese-speaking buyer operates independently.
This doesn't make it impossible — it makes professional support non-optional rather than optional. A buyer with strong Japanese can navigate much of this directly. A buyer without it needs either a trusted Japanese-speaking partner who genuinely understands the buyer's interests, or a bilingual M&A advisor — and needs to be confident that person represents the buyer's interests rather than just facilitating a transaction they're incentivized to close.
Whose interests does your advisor actually serve
In many platform deals, the advisor is introduced through the seller side or is incentivized purely by deal completion. An advisor paid to close a deal is not the same as an advisor paid to protect your interests as a buyer. For a foreign buyer who can't independently verify the Japanese-language specifics, this distinction is the difference between a good acquisition and an expensive lesson. Consider engaging your own buy-side advisor rather than relying on whoever is already attached to the listing.
A Realistic Process for a Foreign Buyer
Pulling it together, a sensible sequence looks like this: register on both Tranbi and Batonz and browse extensively in Japanese to calibrate what's available in your sector and budget; line up your own buy-side support — legal, accounting, and ideally a bilingual advisor representing your interests — before you start serious negotiations rather than after; resolve the visa question in parallel, since a deal you can't get a Business Manager visa to operate is not a deal; and treat every cheap listing as a question to investigate rather than a bargain to grab.
The opportunity is real and the platforms are legitimate. The failures in this market overwhelmingly come not from the platforms themselves but from buyers treating an unfamiliar process in an unfamiliar language as simpler than it is. Approached with proper support, buying an established Japanese business is one of the more genuinely interesting opportunities available to a foreign entrepreneur right now. Approached casually, it's a fast way to own a problem you can't read the documentation for.
Official Sources
This article references the following primary sources. Rules and figures change periodically — always verify current requirements directly before making decisions.