snoo`fdTOPPAGEiEnglishjr @@@i @
1.The necessary requirements for setting up a local company
1. You need to fill in the check list concerning setting up a local company
2.You need to prepare the documents as follows.
(In the case where the company will be a subsidiary company)
Articles of Incorporation (Memorandum of Association)@
By laws (Articles of Association)@@@@@@@@@@@
Minutes of the general meeting@@@@@@@@@@@@
Minutes of the board of directors@@@@@@@@@@@
Annual Return
Certificate of Incorporation
(In all cases)
Certificate of seal the director has registered/ Certificate of the directorfs signture
(with notarization)
3.We will make arrangements for the documents, and then please sign the documents.
4.We will get the Articles of Incorporation certified by a Notary Public.
5.You must then pay subscription money into promoterfs bank account.
6.We will then make an application using relevant forms for setting up a company leading to registration under the jurisdiction in Japan.
7. We will then make the necessary application to the bank of Japan.
8. In addition to that, you should submit any Tax related documents to the appropriate Tax Offices.And if necessary you should obtain any approvals from the appropriate governmental institutions
2.Cautions
Company Name:
The corporate name may be expressed using any combination of letters in the Latin alphabet, Arabic numbers, Japanese phonetic syllables, and/or Sino-Japanese characters (kanji), but the phrase gkabushiki kaishah in Sino-Japanese characters must be contained in the name (most companies put this phrase at the end of their name).
Head Office:
The company must have its head office located within Japan, and it may also have one or more branches.
Method of Public Notice:
The company must determine a method of public notice in advance for reporting its settlements and mergers.
Authorized Shares:
Authorized shares means the maximum number of shares that a company is allowed to issue. The company can change the authorized shares by a resolution at a general meeting of shareholders. In addition a company may or may not impose restrictions on the transfer of shares. If there are no restrictions on the transfer of shares, then at the time of the initial establishment of the company, the company will only be permitted to set the number of authorized shares up to a maximum of four times the total number of shares issued at the time of incorporation (or four times the number of shares already issued in the event of an existing company). Normally we recommend to our clients that at the time of establishing their corporation they set the number of authorized shares at 10 times the number of shares issued on incorporation.
Restrictions on the Transfer of Shares
If a company imposes restrictions on the transfer of shares, a shareholder will be required to obtain approval either from a general meeting of shareholders or the board of directors in the event that the shareholder wishes to assign shares in the company. This will not be required if no restriction on the transfer of shares is imposed, but in this case a company is required to have at least three directors and a board of directors, as well as at least one statutory auditor.
Total Number of Shares Issued at the Time of Establishment
This is the total number of shares that are issued by the company at the time that it is incorporated. There are no particular restrictions, but the capitalization of the company will consist of the amount that is to be included in capital out of the amount paid per share (normally this is the entire amount paid per share) multiplied by the total number of shares issued at the time of establishment. If some of the amount paid in per share will not be added to the capital, it will be added to the reserve instead.
Companies Issuing or Not Issuing Stock Certificates
There are two methods of evidencing that shareholders hold stock in the company. One method is to register the shareholders in a registry that is kept by the company, without issuing shares of stock. Another method is for the company to issue stock certificates. In recent years many companies have elected not to issue stock certificates.
Promoter
The promoter is the person who prepares the articles of incorporation and subscribes to some or all of the shares of stock. The promoter must submit a certificate of seal impression in order to obtain notarization of the articles of incorporation from a notary public. If the promoter is a corporation, the corporation must submit a certificate of existence as a corporation and a certificate of qualification as representative of the corporate promoter. If the promoter does not have a registered seal and cannot obtain a certificate of seal impression a certificate of signature must be submitted.
Directors
Normally a company must have at least one director, but if the company is to be created as a company run by a board of directors the company must have at least three directors. The term of office is normally set at 10 years or less, but a company which has a restriction on transfers of shares must stipulate a term of office of not more than two years.
Limit on Compensation to Directors
The maximum compensation of directors must be determined by a general meeting of shareholders. Normally the maximum is set with considerable leeway, and in practice many companies will set a limit of around ¥20 million even if the total compensation to directors will be only ¥4 million.
Representative Director
At least one representative director must be selected, and at least one of the representative directors must be resident in Japan.
Statutory Auditor, Accounting Advisor
Normally statutory auditors and accounting advisors are optional positions, and a company may stipulate or not stipulate that these positions will exist. If a company has a board of directors, however, it must also have at least one statutory auditor or an accounting advisor. Although a statutory auditor is not required to have any particular qualification, an accounting advisor must be either a certified public accountant or a tax attorney.
Fiscal Year (Financial year)
The fiscal year may be set at the discretion of a company as a period that shall not be more than one year. Normally a company will have its fiscal be a full year, and will make a stipulation such as the fiscal year will begin on April 1 and end on March 31.