[ESTABLISHING A BUSINESS ENTITY IN JAPAN]
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(ii) incorporators pay contributions (Art. 578), and (iii) a member of the GK applies for the registration of incorporation with the Legal Affairs Bureau. When the registration of incorporation is completed, a limited liability company (GK) is legally formed (Art. 579).
director(s), i.e., all KKs must have a shareholders meeting and director(s). Aside from these organs, under the recently enacted Companies Act, the types of corporate organs a company must have differ significantly depending on (i) whether the company falls under a “large” company or not, and (ii) whether the company falls under a “public” company or not. Under the Companies Act, a “large” company means a company with capital of JPY 500 million or more, or total liabilities of JPY 20 billion or more (Art. 2(vi)). A “public” company means a company the Articles of Incorporation of which do not require the approval of the company for acquisitions of the company’s shares (Art. 2(v)). These variations are summarized in the below table.
3.1.3 Branch
Foreign companies doing business continuously in Japan must appoint and register the representative in Japan (Art. 817 & 818, Companies Act). If the foreign company chooses to set up a physical office in Japan, the address of such an office also needs to be registered. In addition, the foreign company needs to register the matters that are required to be registered for whichever type of Japanese corporation is most similar to the foreign company, e.g., if the foreign company is similar to a Japanese joint-stock company, then the name of the representative director, the
address of the main office, the business purposes, etc., of the foreign company need to be registered. 4. Governance, Regulation, and Ongoing Maintenance 4.1 Brief summary of corporate
governance systems of each type 4.1.1 Joint-stock Company (“KK”)
The primary corporate organs of a joint- stock company (“KK”) are a shareholders meeting and
ILN Corporate Group – Establishing a Business Entity Series
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