Section One: Incorporating a Business

 

This section includes an overview and comparison of each business model, as well as the procedures and guidelines required to establish and register a business. 

 

1.1   Types of Operations in Japan

1.2   Comparison of Types of Business Operations

1.3   Procedures for Registering a Business

1.4   Information Listed in the Articles of Incorporation

1.5   Certificate on Registered Company Information

& Company Seal Impression Certificate

1.6   Notifications Required After Registration

1.7   Closure of Branch Offices or Subsidiary Companies

 

1.7.1 Closure of a Branch Office and Resignation of All Representatives in Japan

Branch offices can be closed down in two ways: by registering the closure of a branch office or by registering the resignation of all representatives in Japan. A Japanese branch office's register will not be closed unless all representatives in Japan resign. This is because it is possible for business to be continued in Japan as long as representatives are registered. Conversely, a branch office in Japan is closed down when all its representative directors in Japan resign. The approach commonly adopted in practice is to only register the resignation of all representatives in Japan. In order to register the resignation of all representatives in Japan, the following procedure must normally be completed. Creditors of the branch office must be given a period of no less than one month prior to the closure to submit objections to the closure of the branch office.

General Flow of Procedures for Resignation of All Representatives in Japan

1. Decision on branch office closure and resignation of all representatives in Japan by foreign company

2. Call for creditors with objections to the branch office closure, on an individual basis and through a notice in official gazettes, to submit claims

3. Notification of tax agent to tax authorities

4. Branch office closure (no sooner than one month after call/notice in 2. above)

5. Preparation of affidavit regarding closure of branch office and resignation of all representatives in Japan

6. Attestation of affidavit by embassy consul or similar official

7. Application for registration of resignation of all representatives in Japan with the Legal Affairs Bureau

8. Acquisition of certificate on registered closure information (about two weeks after registration application)

9. Notification of branch office closure to tax authorities, etc.

 

These procedures for closing a branch office must also be completed when upgrading a branch office to a subsidiary company. Because a branch office cannot be directly reorganized into a joint-stock corporation (Kabushiki-Kaisha (K.K.)) or a limited liability company (Godo-Kaisha (LLC)), the branch office closure procedures and the subsidiary company establishment procedures must be carried out simultaneously. In such instances, however, the branch office's assets may be passed on to the subsidiary through investment in kind.

 

Once the resignation of all representatives in Japan has been registered, the register is closed without a date being entered for the branch office's closure. Although it is normally sufficient for the date of closure to be recorded in the affidavit, it is necessary to register both (1) branch office closure and (2) resignation of all representatives in Japan if a date of closure is required in the register. Where the address of a representative in Japan and the branch office fall under the jurisdictions of different regional legal affairs bureaus, it may be necessary that a registration application similar to that for registration of transfer of a business office is made to the bureau with jurisdiction over the representative's address.

1.7.2 Dissolution and Liquidation of a Subsidiary Company

The following procedures must be completed when dissolving/liquidating a subsidiary company. Creditors of the subsidiary company must be given a period of no less than two months prior to the liquidation to submit objections to the liquidation of the subsidiary company. Should the subsidiary company have negative net assets, the corporation cannot independently complete the liquidation procedures below but instead must follow special liquidation procedures under the direction of a court.

 

General Flow of Procedures for Dissolving/Liquidating a Subsidiary Company (Kabushiki-Kaisha (Joint-Stock Corporation) / Godo-Kaisha (LLC))

1. Resolution at the general meeting of shareholders or equivalent on the dissolution of the subsidiary company and the appointment of a liquidator.

2. Application to the Legal Affairs Bureau for registration of the dissolution of the subsidiary company and the appointment of a liquidator

3. Notification to tax authorities of the dissolution of the subsidiary company and the appointment of a liquidator

4. Call for creditors with objections to liquidation of the subsidiary company, on an individual basis and through notices in official gazettes, to submit claims

5. Preparation of a balance sheet and inventory of property at dissolution

6. Approval by a general meeting of shareholders or equivalent of the above balance sheet and inventory of property (notification delivered to members in the case of a limited liability company)

7. Ascertainment and distribution of residual assets

8. Resolution approving conclusion of liquidation at the general meeting of shareholders or equivalent (no sooner than two months after the call and placement of notices in 4. above)

9. Application for registration of the completion of liquidation of the subsidiary company with the Legal Affairs Bureau

10. Acquisition of certificate on registered closure information (approx. two weeks after application for registration)

11. Notification of completion of liquidation of the subsidiary company to tax authorities, etc.