The foreign company can establish a joint stock corporation (Kabushiki-kaisha, KK company) in Japan by making a commercial registration at a legal affairs bureau after going through the required procedures.
- Preparation of articles of incorporation
- Notarization of articles by a notary public
- Subscription and payment for shares
- Appointment of directors, auditors and officers
- Holding of an organizational meeting
- Registration of Incorporation
(1) preparation and notarization of articles of incorporation
At first, articles of incorporation must be prepared by promoters, who may be natural persons or legal entities. The articles of incorporation is the constitutional documents of the corporation, which is called ‘teikan’ in Japanese.
It should be notarized in the face of a notary public with the signature or seals of all the promoters.
The articles of incorporation must contain items below:
- Business objectives
- Corporate name
- Location of the principal office
If the articles of incorporation is in writing, a 40000JPY revenue stamps must be affixed to the original copy thereof, though if it is in electric form, revenue stamp is not required.
(2)Subscription of shares and contribution
Each promoter must subscribe for at least one share and each promoter must make a contribution for the shares without delay after the subscription.
The requirements for issuance of shares must be determined by the promoters.
For example, the number and the classes of shares to be issued, subscription price and the amount of stated capital and capital reserve. There is no requirement as to a minimum amount of capital.
(3)Appointment of directors and officers
The promoters must appoint directors, auditors and officers without delay after the capital contribution.
(4)Registration of incorporation
A KK company is established legally with the registration of incorporation at the legal affairs bureau at the location of the head office.
Registration and license tax for incorporation of a KK company is 7/1000 of amount of stated capital or 150000JPY, whichever greater.
(5)Issuance of certificates of incorporated
After completion of the registration of incorporation, the legal affairs bureau can issue the certificates of incorporation.
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