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GLOBAL INFO

Japan

COUNTRY:

JAPAN

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

In types of limited liability, Kabushiki Kaisha (“KK”) which means Joint Stock company or Goudou Kaisha (“GK”) which means Limited Liability Company

In  types of unlimited liability, Goumei Kaisha and Goushi Kaisha

2.      Which is the most preferred company form by foreign investors?

 “KK” or “GK”

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

The capital either for KK or GK must be at least JPY 1 in terms of the Companies Act and it must be contributed in advance of incorporation. In order to obtain immigration status, JPY 5M should be contributed. Contribution in kind can be accepted as well as in cash.

4.      What are the basic rules of shareholders liability for company debts in this company?

In KK, the liability for each of shareholders is only contributing the capital funds. In GK, the liability for each of members (of which role is similar to ones of both shareholder and director) is not only contributing the capital funds, also fiduciary duty for management.

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

In KK, only natural persons can be directors and both natural persons and corporate entities can be shareholders. In GK, natural persons and corporate entities can be members and if corporate entities, it must appoint a natural person to perform the duties of the corporate entity.

Although local companies were required to appoint at least one resident person, the requirement was abolished on March 16, 2015 and there is no resident requirement in terms of the Companies Act now.

6.      How long does the registration procedure of this company take?

In general, it takes 0.5 to 1 month in total.

7.      What are the main costs of formation of this company in local currency?

JPY 200,000 to 250,000 for  KK

JPY 70,000 for  GK

8.      What is the average attorney’s fee of the formation of this company in local currency?

Roughly from JPY 200,000 to 400,000

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

At incorporation, an application must be filed with the company registry including some information as follows.

In KK, company name, head office, objectives, issued shares, capital amount, directors’ names, representative directors’ names and addresses, auditors’ names (if any). The company registry does not retain shareholders’ details.

In GK,  company name, head office, objectives, capital amount, members’ names, representative members’ names and addresses (also  names and addresses of persons to perform the duties if any of representative member)

And whenever any item in the above is changed, such items must be filed within 2 weeks.

In KK, additionally, balance sheet must be publicized every year.

 

10.   What are the main auditor requirements?

In KK, internal auditor is optional and not mandatory. In GK, there is no internal auditor system.

In Japan, external auditor like CPA must be only for certain size companies like listed companies.