[ESTABLISHING A BUSINESS ENTITY IN JAPAN]
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4.3 Minority shareholders’ rights and protection 4.3.1 Joint stock company
shareholders may convene a shareholders meeting with the permission of the court (Art. 297)
In the case of a joint stock company (“KK”), there are a number of rights and protections available for minority shareholders, including the following: (i) Shareholders’ right to propose --- at a KK with a Board of Directors, shareholders having (consecutively for the
4.3.2 Limited liability company
In the case of a limited liability company (“GK”), no such rights or protections similar to those for a KK mentioned above are set forth in the Companies Act. Provided, however, that there are some provisions under which minority members’ position or status can be protected to some degree. For instance, amendments to the Articles of Incorporation of a GK or other important changes to a GK need to be approved by all of the members, unless otherwise stipulated in the Articles of Incorporation (Art. 637). Also, in cases where the members who execute the business of the GK have been designated, other members (who do not execute the business of the GK) may
preceding 6 months or more) not less than 1% of the votes of all shareholders or not less than three hundred votes of all shareholders may demand that the Directors include certain matters in the purpose(s) of a shareholders meeting (the percentage and number may be lowered by the Articles of Incorporation) (Art 303, Companies Act).
(ii) Shareholders’
right
to
investigate the status of the business and assets of the GK (Art. 592). 5. Foreign Investment, Thin Capitalization, Residency and Material Visa Restrictions 5.1 Any significant barriers to entry for an offshore party In Japan, there are no generic restrictions for offshore parties to do business in Japan or to establish a business entity in Japan. That being said, there are exceptions to investment in certain industries (e.g., those related to national security) which are regulated.
convene a shareholders’ meeting shareholders having (consecutively for the preceding 6 months or more) not less than 3% of the votes of all shareholders may demand the Directors, by showing the matters which shall be the purpose(s) of the shareholders meeting and the reason of the convocation, convene a shareholders meeting, and if the Directors fail to convene the shareholders meeting in a timely manner, then these
ILN Corporate Group – Establishing a Business Entity Series
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