Must the head office be located in Japan?

The head office should be located in Japan if you set up a company in Japan.
Another way to establish your company in Japan is to set up a branch office.
If you already own a company outside of Japan, you can set up a branch office in Japan and in that case, there is no need to set up a head office in Japan.

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How many directors and shareholders are required?

You can set up a company with a single director and one single shareholder. If you invest as sole shareholder and also become a single director, you can set up a company by yourself.

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.

Do I need a Japanese shareholders or directors?

Japanese shareholders or directors are not required. You can set up a company in Japan without any Japanese person involved.

No matter what people say, I want to accept my heart, mind, philosophy and purity.

I am uncomfortable at being called a teacher.

At least we should be happy if we have enough food and a place to live, but in reality we need a certain amount of money in order to live and eat.

I am working hard to earn the minimum amount of money to live on. A Japanese saying is that meat and cloth make the man, and I think it is right.

If there is a God and God determines that my life is sincere enough, I want to have some time put what belongs to me in good order.

I want to live my life causing the least possible annoyance to other people.

http://www.bbc.com/news/magazine-35688113

Stand up for myself

The concept of happiness varies from a person to a person and, according to research published in the World Happiness Report, Japan is only in 46th place for happiness.

Human desire never ends, and it is unlikely that a person will ever fulfill their one true desire. Money is important, but I hate the idea that someone should spend their time concerned only with what he wants to do, to buy, to use and to get with money.

We can never know what will happen tomorrow, so that I want to value family, friendship, relationship with others and fellowship to increase the happiness of my mind.

I don’t think that having a good relationship with friends, colleagues and family in this present place and current time is a coincidence.
I don’t like to be glad or sad by turns through evaluating people or comparing myself with others.

http://worldhappiness.report/

What is a Shihoshoshi Lawyer?

These are the national qualified professional, able to deal with company registration and real estate registration.

A Shihoshoshi Lawyer who is accredited to represent a client in summary court proceedings can be the client’s representative in a summary court.

There is also the Bengoshi lawyer, the national qualified lawyer in Japan who can be a representative in any court where the Shihoshoshi Lawyer cannot appear. The role of Bengoshi lawyer in Japan is mainly in the resolution and negotiation of legal disputes. The Shihoshoshi Lawyer can mainly deal with uncontentious legal procedures.

The Shihoshoshi Lawyer can also deal with uncontentious legal inheritance procedures but if there is a legal conflict between heirs, a Bengoshi lawyer will represent each heir.

Japanese real property law

Most nations follow one of two main legal systems: Common Law (in the USA, Britain, Australia etc.) and Civil Law (in France, Germany, other European countries and Japan).

In the 19th century, Japan based its Civil Code on the legal codes of France and Germany, both Civil Law systems.

Although it can be jointly owned, Civil Law systems regard property as indivisible in theory, so a transaction transfers ownership completely or not at all. It makes no distinction between beneficial, legal or equitable titles, as does Common Law.

One analogy is that Civil Law treats property ownership as a box: whoever has the box, owns it. The owner can open the box and transfer the rights inside it to others, but still owns the box.

In Common Law, property ownership is like a cake. You can keep the whole cake or divide it into slices. Each slice represents a part of the ownership of the property, as there is division of ownership, not just the transfer of rights.

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.