Post-Incorporation Legal Compliance

June 18th, 2012By Category: Starting a Business

Post-Incorporation Legal Compliance

Now that you have incorporated your company, the Japanese Companies Act requires that certain legal compliance matters are performed and company recorded matters are up to date. Generally speaking, these can be divided into annual company requirements and the recording of changes to the recorded company matters.

Annual Requirements

The Companies Act requires that a Stock Company (kabushiki kaisha, “KK”) hold an Annual General Meeting of Shareholders (in most cases this is held within three months of the end of its fiscal year). The primary purpose of this meeting of shareholders is to provide a report on the business of the past year to shareholders and seek approval of the company financial statements. If the terms of office of the company Directors (and Auditors) are coming to an end as described in the company Articles of Incorporation, either new officers must be elected or the current officers need to be re-appointed. Finally, a summarized version of the financial statements of the company should be published for public notification purposes.

Changes to Recorded Matters

During the course of business, your company will evolve and with that, certain registered matters may change that need to be recorded with the authorities. Government registration taxes apply when changing company recorded matters. Some of the more common examples are as follows:

  1. Change of Address: Changing the registered address of your company requires a resolution of the company shareholders (or Board of Directors if one has been established). If the business is re-located to another administrative jurisdiction, the company Articles of Incorporation will also need to be amended. The registration tax will depend on whether the company is relocating to an address in the same administrative jurisdiction (30,000 yen) or to another jurisdiction (60,000 yen).
  2. Change/Re-appointment of Directors: Any increase to or the resignation of Directors must be recorded with the authorities. An increase to the number of Directors needs the resolution of a shareholders meeting while Director resignation simply needs a notice of resignation from the resigning Director. Typically a government registration tax of 10,000 yen is required.
  3. Registered Capital Increase: An increase to the registered capital of the company also requires the resolution of a general meeting of shareholders. With the capital increase, additional shares of the company will be issued. When recording a capital increase, a government registration tax of 30,000 yen or 0.7% of the capital increase amount, whichever is greater, needs to be paid.
  4. Change of Company Trade Name: If you are changing the company registered name, this again requires a resolution of a meeting of shareholders and a registration tax of 30,000 yen is payable. In addition (although not a legal requirement), in most cases new company seals reflecting the new company name are made and registered with the authorities.

Note that the above has been written assuming a Stock Company (KK). However, similar procedures are required for a Godo Kaisha (GK), except that instead of a General Meeting of Shareholders, a resolution of a General Meeting of Members is required. The GK also has no requirement for annual general meetings or public notification of financial statements.

This is intended as just a sampling of some of the legal compliance requirements of companies in Japan. It is recommended that the services of a specialist are employed, as the process can be somewhat confusing to those unfamiliar with the regulations and supporting shareholder meeting minutes and other documentation are only accepted in Japanese. The specialists at Shinonome Group are available to assist with these and other corporate legal related matters.

Please contact us for more details.


Author of this article

Shinonome Group

Shinonome Group provides counsel on a range of matters including business and commercial, immigration and visa, real estate, and estate planning and administration issues in Japan. Our goal is to achieve workable solutions quickly, accurately and professionally. We possess both the business knowledge and the legal expertise required to successfully handle a wide spectrum of issues.

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