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Entity conversion ( soshiki henkou ) of limited liability company into joint stock company in Japan

I want to explain about procedures of conversion ( soshiki henkou = 組織変更 ) of limited liability company ( Godo kaisha ) into Joint stock company.

Assumed that you have limited liability company ( Godo kaisha ) in Japan and have intention to convert its entity into joint stock company.

In that case, you need to obtain consent of all partners ( shareholders of LLC ).

Your company can change director, trade name, purpose of business at the time of conversion.

Your company can not issue shares at the time of conversion.

If you want to increase stated capital amount, you can change it after or before conversion.

Your LLC needs to give public notice of the details of conversion in the official gazette ( kanpou = 官報. This is news paper issued by Japanese government. ) and give notices separately to each known creditor.

public notice in kanpou

Even if there is not creditor of your company, your company still needs to give public notice in official gazette.

And it will cost about 30,000 yen.

( This amount differs depending on the amount of sentences. )

In official gazette, the sentences will be

” 〇〇 LLC has determined to convert its entity into joint stock company.

If a creditor wants to make objection about this conversion, he can make it within certain period ( The period should be more than one month. So, your company cannot convert its entity within one month from the beginning of public notice in official gazette. )”

In order to convert into joint stock company, notarization of articles of incorporation is not necessary.

In order to file registration of conversion, the amount of registration tax is 60,000 yen.

( Registration fee of dissolution of LLC is 30,000 yen, registration tax of establishment of stock company is 30,000 yen.
.
So, you need to file 2 application forms.  1st one is establishment of stock company and 2nd one is is dissolution of LLC ).

After registration of conversion is completed, your company needs to file with tax office etc.

As for my fee, it is at least 90,000 yen.

With this fee, I will make necessary documents in English language and file registration of conversion on your behalf.

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