What are the benefits when a Shihoshoshi Lawyer undertakes the procedure of forming the company?

There are many benefits in asking a Shihoshoshi Lawyer to help to set up a company.

– To create the Articles of Incorporation smoothly.
– To act in the authentication of Articles of Incorporation and establishing the registration of a company.
– To advise about the proper implementation of the chosen investment method.
– To do a legal check on an agreement of an office rental and various business agreements because of their extensive legal knowledge.
– To introduce an appropriate professional to advise about the acquisition of visa. 1)
– To introduce an appropriate professional to advise about various tax office and social insurance office authorizations.

When you delegate to a Shihoshoshi Lawyer by a comprehensive Power of Attorney, that Shihoshoshi Lawyer can act for you in all legal procedures, such as an contract to rent an office, to acquire a visa and in various submissions about setting up a company to administrative agencies.

When you start a business in Japan, a Shihoshoshi Lawyer, the national qualified professional will support you fully.

For more information
Shihoshoshi Lawyer Akiko HORI

Legal Advice for Business in Japan

How do we conduct the procedures for setting up a company?

You need to prepare many formal documents and fill in application forms, such as an authenticated Articles of Incorporation, authenticated signatures of an investor and a director and a certification of the investment.

Business in Japan is conducted in Japanese, rarely in English. As the saying “when in Rome, do as the Romans do.”, you will not be able to proceed with negotiations with various institutions smoothly if you don’t follow Japanese business rules.

Even Japanese people struggle with the procedures to set up a company on their own and that there is a national professional qualified to set up a company in Japan, which is the Shihoshoshi Lawyer.

For more information
Shihoshoshi Lawyer Akiko HORI

Legal Advice for Business in Japan

How long does it take to set up a company?

After authentication of the Articles of Incorporation and investment performance, you can submit the application (Establishment Registration) to the Legal Affairs Bureau.

After submission, the examination at the Legal Affairs Bureau will generally end a week or two weeks later.

When the application process is completed, a Registration Certificate for the company will be issued. Anyone can ask for the certificate, and the certificate that proves the existence of a company in Japan ensures the reliability of the transaction.

When you start a business with a company, you can investigate the company by inspecting the certificate at the Legal Affairs Bureau.

For more information
Shihoshoshi Lawyer Akiko HORI

Legal Advice for Business in Japan

How much is the minimum capital to set up a company in Japan?

You are able to set up the company a minimum of one yen as a capital, but would you want to do business with a company whose capital is one yen?

Its credibility is doubtful, and it might soon be insolvent so that it is recommended that you have sufficient capital.

To do business in Japan, you should be prepared to invest about 5 million yen capital. This investment can include not only cash but also property, such as real estate, cars and credit.

Japanese Model Articles of Association Part 4

PART 4  Directors and representative Directors

(Number of Directors)

The number of Directors of the Company shall not be less than one.

(Election of Directors)

A Director of the Company shall be elected by a resolution of a shareholders meeting.

(2) Resolutions for the election of a Director shall be made by the majority of the votes of the shareholders present at the meeting where the shareholders holding a proportion of one third or more votes of the shareholders entitled to exercise their votes are present.

(3) No cumulative voting shall be used for the election of Directors.

(Directors’ Terms of Office)

Directors’ terms of office shall continue until the conclusion of the annual shareholders meeting for the last business year which ends within ten years from the time of their election.

(2) The term of office of the Director who is elected as a substitute or due to an increase in the fixed number shall be the remaining term of office of the predecessor or the current Director.

(Representative Director and Directors to post with operational responsibilities)

In cases where there is more than one Director, Directors shall elect a member of the Directors as its President and representative Directors.

(2) The President shall represent and supervise the Company.

(3) The Company may elect, if necessary, one or more Vice Presidents, Managing Directors, Senior Managing Directors from among its Directors.

(Remuneration and retirement benefit)

Remuneration and retirement benefit paid to Directors as compensation for their executing their duties shall be set by resolution of the general meeting of shareholders.

Japanese Model Articles of Associaiton Part 3

Part 3 Shareholders Meeting

(Convening of shareholders meeting)

The Company shall convene a general shareholders meeting within three months following the end of a fiscal year. In any case that the Company deems it necessary, the Company may convene an extraordinary general shareholders meeting at any time.

(2) The President shall convene a shareholders meeting by a majority vote of the Directors except in the cases prescribed by law. In the absence or disability of the President due to an accident, another Director of the Company, in the order previously determined by the President shall convene a shareholders meeting.

(3) In order to call the shareholders meeting, the Company shall dispatch the notice thereof to the each shareholder no later than one week before the meeting. Except for the cases of voting forms for written votes or Electronic voting, the notice shall not be required in writing.

(Omission of Procedures for Convening)

A shareholders meeting may be held without the procedures of convening it if the consent of all shareholders is obtained except for the cases of voting forms for written votes or Electronic voting.

(Chairperson)

The President of the Company shall chair a general meeting of shareholders. In the absence or disability of the President due to an accident, another Director of the Company, in an order previously determined by the President shall chair a general meeting of shareholders.

(Resolution of Shareholders Meetings)

Unless otherwise provided for in law or the articles of incorporation, the resolution of a shareholders meeting shall be made by a majority of the votes of the shareholders present at the meeting where the shareholders holding a majority of the votes of those shareholders who are entitled to exercise their votes are present.

(2) The resolutions provided in Paragraph 2, Article 309 of the Companies Act shall be made by a majority of two thirds or more of the votes of the shareholders present at the meeting where the shareholders holding a majority of one third or more of the votes of the shareholders entitled to exercise their votes at such shareholders meeting are present.

(Omission of Resolution of and Reports to Shareholders Meetings)

In cases where Directors or shareholders submit a proposal in respect of a matter which is the purpose of the shareholders meeting, if all shareholders (limited to those who may exercise their votes with respect to such matter) manifest their intention to agree to such proposal in writing or by means of Electromagnetic Records, it shall be deemed that the resolution to approve such proposal at the shareholders meeting has been made.

(2) In cases where the Directors notify all shareholders of any matter that is to be reported to the shareholders meeting, if all shareholders manifest in writing or by means of Electromagnetic Records their intention to agree that it is not necessary to report such matter to the shareholders meeting, it shall be deemed that such matter has been reported to the shareholders meeting.

(Proxy Voting)

Any shareholder or his/her legal representative may exercise their votes by proxy of another shareholder with voting rights or a relative. In such cases, such shareholders or proxies shall submit to the Company a document evidencing the authority for the proxy.

(Minutes)

Minutes shall be prepared with respect to the business of the shareholders meetings pursuant to the provisions of the law.

(2) The Company shall keep the minutes referred to in the preceding paragraph at its head office for the period of ten years from the day of the shareholders meeting.

Japanese Model Articles of Associaiton Part 2

PART 2  Shares

(Total number of shares to be issued by the Company)
The total number of shares authorized to be issued by the Company shall be 10,000 shares.

(Registration of the shares to be transferred)
Any transfer of shares of the Company shall require the prior approval of the Company.

(Demand for Sale to Heirs)
The Company can require that a person who has acquired the Company’s shares by general succession, including inheritance, shall sell such shares to the Company.

(Registration of the shares to be transferred) 
A person who desires to acquire shares shall make their request certifying that the Company shall record the transference in the shareholder registry using the application form prescribed by the Company, affixing his/her signature or seal thereto, certifying that the application. The application shall be made jointly by the new shareholders and old shareholders or his/her general successors including his/her heirs except for the cases prescribed by the applicable Ordinance of the Ministry of Justice as cases of no likelihood of detriment to interested parties.

(Application fee)
Along with the request referred to in Art 8, the applicant shall pay a fee for the application.

(Recorded Date)
The Company shall consider shareholders who are recorded in the shareholder registry on the end of fiscal year of each year as shareholders entitled to exercise their rights at a shareholders general meeting (hereinafter in this article referred to as “Shareholders as of the Recorded Date”). In cases where the rights that the Shareholders as of the Recorded Date can exercise are voting right at a shareholders general meeting, the Company may prescribe that some or all persons who acquire shares on or after such Recorded Date are persons who may exercise such right; provided, however, that this provision shall not prejudice the rights of the Shareholders as of the Recorded Date of such shares.
(2) If the Company has prescribed a Recorded Date, it shall give public notice of such Recorded Date and the matters prescribed pursuant to the provisions of the preceding paragraph no later than two weeks prior to such Recorded Date.

(Share register) 
Shareholders or their legal representatives shall inform the Company of their names, addresses, the number of shares held by the shareholders, the date or dates when the shareholders acquired the shares and seals; provided, however, that as for foreigners who customarily use signatures, signatures may be used in place of seals. When any change has occurred in matters listed in the shareholder registry, it is necessary to report these to the Company.

(Issue of Shares for Subscription)
Issue of Shares for Subscription shall be made by a majority vote of two thirds or more of the shareholders present at the meeting provided that shareholders holding a majority of the votes of all the shareholders entitled to exercise their votes at such shareholders meeting are present.

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