The Japanese Law, tax system and inheritance system shall prevail in this blog.
When proceeding this type of scheme, the case should be dealt with a tax accountant.
In Japan, there are two types of typical private companies: Private share company, the so called KK (Kabushiki Kaisya) and Limited liability company, the so called GK (Godo Kaisha).
The private share company (hereinafter called KK) is the traditional company type, but the Limited liability company (hereinafter called GK) is popular these days because the initial cost of setting it up is cheaper than the one for a KK.
In theory, a characteristic of the GK is that ownership and management are not separated, a GK is chosen where it is less likely a dispute will happen among family and relatives when an inheritance occurs.
A KK is chosen when its divided ownership right and management of the company is a safeguard to emphasising business continuity.
In the case of a GK, in principle, the ownership rights can be realised when the inheritance occurs and the heirs can obtain the refund of the amount of their capital. However, the original owner can make provision in the articles of the company who will take over the ownership right to continue its business activities. In principle, when the original owner dies, the ownership right is withdrawn and his heir(s) can obtain only for the refund of its capital amount which was provided by the original owner.
However, the original owner can state in the articles of the corporation that who takes over the ownership right to continue its business activities.
In addition, in Japan, the GK is not a transparent entity and pass-through tax rules do not apply, therefore, corporation tax will be imposed to the GK.
Corporation tax considerations are important, but if family members become company officers, their legitimate salary can be deducted from company profit, and it effects to reduce their income tax.
Even though the Limited liability company (LLC) is named after a USA entity, its organisational framework varies from country to country. Knowing the system of the country is crucial.
I hope the information is useful.
I will update every Monday.
For more information
Japanese business start-up consultant
Shihoshoshi Lawyer
(Judicial Scrivener)
Akiko HORI
Akiko Hori-Shihoshosi lawyer@Tokyo, Japan 