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How to make a joint stock company, ( KK company, kabushiki kaisha ) in Japan

In the case you start business in Japan, you hope want to incorporate a joint stock company, ( KK company = kabushiki kaisha = 株式会社 ) in Japan.
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You can acquire legal personality ( legal entity = Houjin = 法人 )  by making limited liability company ( LLC = Godo kaisha = 合同会社 ).

( You can know detailed information relating to making limited liability company ( LLC = Godo kaisha = 合同会社 ) ).

In the case, you need to make joint stock company to acquire trust from persons concerned or companies concerned, you may select joint stock company ( KK company ) in Japan.
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Or in the case, you can contribute your money to establish a company,  but you can not assume director of new company, you can appoint other person as director.
( As far as you can really trust the person )

In this case, you can make joint stock ( KK company ) company in Japan.

In the case of limited liability company ( Godo kaisha = GK ), you cannot adopt this method.

Please refer to explanation of limited liability company ( Godo kaisha ).

In the case of LLC, shareholders should coincide with directors.
Shareholder needs to participate in management of your company.

In this page, I will explain how to make joint stock company ( KK company, kabushiki kaisha ) in Japan.

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🙂 At first as for cost to make joint stock company ( kabushiki kaisha = かぶしきかいしゃ ) in Japan.
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🙂  Revenue stamp : 40,000 yen.

( You need to paste it on original of articles of incorporation = articles of association.

But, in the case the articles of incorporation ( articles of association ) is electronic articles of incorporation ( Denshi teikan ),  you do not need to pay this revenue stamp.

If you make a joint stock company with my support, I can prepare electronic articles of incorporation ( = articles of association ).
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Though, it is called “electronic articles of incorporation”, you can receive paper of articles of incorporation.  There is not difference in legal effect.  )
how to make joint stock compnay in Japan, kabushiki kaisha, かぶしきかいしゃ、つくる shuunyuu inshi, revenue stamp,

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😎   Fee for notary public ( Kou shou nin = こうしょうにん ) of about 55,000 yen.

In order to make articles of incorporation valid, she needs to have notary public notarize the articles of incorporation.

( In the case of LLC = ごうどうかいしゃ, this process is not required )

Process of notarizing   articles of incorporation will be completed around one hour.

When you make draft of articles of incorporation, you need to send it to notary public in advance.
Then, notary pubic will make some correction.

If the content of articles of incorporation is confirmed by notary public, you makes appointment to visit office of notary public ( koushou nin yakuba ).

When notarization process is completed, you pay fee for notary public.
In the case, you order me to make a joint stock company, I can go to notary public office on your behalf.

So, you do not need to go to his office.

In that case, you need to affix sign on power of attorney ( I will make it.  ) and provide certificate of your seal impression ( Inkan shomeisho ).

If you do not have legal address in Japan, you can not register your seal with city hall.
And you can not acquire Inkan shomeisho.

In that case, you need to prepare certificate of signature ( sain shoumeisho ).

This is sample of certificate of signature.
make KK company, Joint stock company, かぶしきかいしゃ in Japan certificate of signature, sample2make KK company, Joint stock company, かぶしきかいしゃ in Japan certificate of signature, sample1


😉   Registration tax to file registration of incorporation : at least 150,000 yen.

The amount of registration tax is Stated capital amount ( shihon kin ) × 0.7 %.

So, in the case Stated capital amount is 30 million yen, the amount of registration tax is 210,000 yen.

30 million × 0.007 = 210,000 yen

😀   My fee.

I differs depending on situation.

But, I will charge about 150,000 yen.

With this fee, I will make necessary documents to file registration of incorporation of joint stock company in Japan in English language.

I will order seal shop to make seal of your company ( It will cost around 3,000 yen. ).

I will visit your office and make necessary consulting.

I will go to notary pubic office and notarize articles of incorporation.

I will file registration of incorporation on your behalf.

I will obtain certified copy of commercial registry ( Touhon ).

In the case, your business has already substance in Japan, I will assist you to open bank account.

I will submit tax office  a report  of opening of your business.

( If your business does not have substance in Japan yet, it is difficult to open bank account. But I believe it will not cause much trouble in operation of your business.

When you have actually started operation of your business, you will receive bill from other company or sign contract with company name ).

And these documents are required to open bank account with company name.

But, this does not include submitting tax filing every year on your behalf.

You need to hire tax accountant if you cannot submit it by yourself.
( Though, I will assist you to make necessary documents to tax filing. )

You can include these costs in deductible expense ( Keihi = 経費 ) in tax filing of your company.

You need to keep receipt of it.

And even if you make a joint stock company in Japan, it does not lead to obtaining status of residence of business manager.

Other than registration process, you need to obtain status of residence in Japan.

In order to obtain status of residence to live in Japan, making a joint stock company is meaningful.

Outline of setting up a joint stock company ( KK company, Kabushiki kaisha = Kabushiki gaisha ) in Japan.

Assumed that a person makes joint stock company in Japan, she needs to conduct matters below.

1 She needs to find office space to operate her business.

If she has residence in Japan, she can register it as address of head office of her company.

When she uses address of her residence as head office, she does not need to provide lease contract of her apartment to file registration of incorporation of KK company.

( It is better for her to obtain permit from her landlord, though….. )

If she does not have any address in Japan, she may ask her friend to borrow his address as long as she has intention to use his apartment as head office.

Or she may make contract with a company who can provide ” virtual office “.

It will cost at least 5,000 yen per a month.

In the case of “virtual office “, she can just rent address but cannot borrow exclusive independent area. ( According to virtual office company, she can rent such space. )

Some virtual office companies provide common use space.

And in the case of virtual office, her company can not open bank account.

Because, she can not receive mail from bank there .

In the case she orders me, I will make contract with virtual office provider company.

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2   She needs to
determine the trade name ( For example, SONY corporation ), purpose of her company, the amount of stated capital amount of her company etc.

These items are required to make articles of incorporation.
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3  She needs to make corporation seal.

If she searches for seal shop via internet, she can find it.

Then, she can order him to make corporation seal.
It will cost at least 3000 yen.

If she orders me, I can order seal shop on her behalf.

4  She needs to make draft of articles of incorporation ( Teikan = 定款 ).

Actually, I will make it on her behalf. I just ask her some question to collect necessary information.

5 She ( Incorporator = investor = shusshi sha . Not a representative director. ) goes to notary public office ( こうしょうにんやくば ) and have notary public notarize articles of incorporation ( Teikan = 定款 ).

If she orders me, I will go there as proxy.
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6  She needs to contribute capital amount to bank account of incorporator.

So, incorporator needs to have bank account in Japan.

In the case, incorporator does not have status of residence in Japan, she cannot open bank account in Japan.

In the case, incorporator cannot open account in Japan, she needs to take other alternative, for example “contributions in kind = genbutsu shusshi”.

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7  She needs to prepare several documents necessary.

Agreement paper that indicates election of directors and representative directors and so on.

( I can make in on her behalf. She just needs to put her seal on the paper. )

I have displayed sample of these documents.

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8  I will file registration of incorporating a joint stock  company with regional legal affairs bureau ( Homukyoku = Tokijo  ).
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9  It will take one or two weeks to complete registration process after legal affairs bureau receive application papers.
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10 After completion of registration process, I will acquire certified copy of commercial registry ( Touhon ).
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11  If she wants to open bank account of her company, she submits this certified copy of commercial registry to bank.
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12 She needs to submit tax office a report of establishment of her company.

🙂 Now, I explain details.
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As for  2.

Trade name
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Easy to remember and short trade name will be suitable. And she can use alphabet, but in the case, Japanese national look at her trade name, if he knows pronounce without trouble, it will be better. 

Purpose of her company.

These are sample of purposes of company.
(1) Manufacture and sale of electronic and electrical machines and equipment;
(2) Real estate activities, construction business, transportation business and warehousing business;
(3) All businesses which are incidental to or related to those mentioned in the preceding items.
If she wants to start money lending business in Japan, she needs to obtain permit from Japanese government.

However, she can register her business without permit.She needs to determine the amount of capital amount ( shihon kin = 資本金 ).

She can incorporate a joint stock company with stated capital amount of one yen. However, it will not good to open bank account of her company. If employee of bank looks at commercial registry of her company, he will think her company does not have any fund to operate her business.
So, stated capital amount should be more than amount that can cover necessary expenses for the time being.

( In the case, she is foreign national, she can incorporate a joint stock company without contribution from Japanese national and residents in Japan. )

When registration procedure is completed, she can withdraw money from her bank account.
( Of course, the money is not hers, but her company has ownership on it. )

She needs to determine incorporator.
If she wants to make a joint stock company with other person ( Named Mr.Taro ), Taro can contribute some money.

In the case, stated capital amount is 3 million yen.

And she contributes 2 million yen and Taro contributes 1 million yen ( Taro is one of incorporator ).  In this case, proportion of shares should be she : Taro = 2 : 1.

When she solicits contribution from other person, she needs to select reliable person. If she and Taro make conflict each other in the future, it will inflict operation of her business.
She needs to determine whether she makes a company with board of directors, or auditor ( Kansa yaku ).

In the case, she ( Incorporator ) assumes the office as director and there is not other officer in her company, she is registered as ” representative director ” as well as director.

In the case, she ( Incorporator ) assumes the office as director and appoints other two directors, if she ( incorporator  ) determines, she can organize board of director.
If she incorporates a company with board of directors, she needs to appoint an auditor ( Kansayaku ) .

But, if she does not have intention to organize board of directors, her company shall be a company without board of directors.

She needs to determine business year of her company.

In the case of individual, business year should start in January 1st and end in December 31st each year.
But, in the case of company, she can select other month as fiscal year end.

If she thinks that her company is not busy in summer, she can select July as fiscal year end.

In this way, she can find enough time to make necessary documents to file final tax return.And if she hires tax accountant, her tax accountant will be busy around March. Because, the tax accountant needs to make documents of other clients. So, she should select fiscal year end in consideration of this matter.

Assumed that her judicial scrivener files registration of incorporating a joint stock company in January 10th of 2016 and fiscal year end is end of February. Period of first fiscal year of her company is only one month and 22 days. And she needs to file final tax return for her company very soon after incorporation of her company.

So, assumed today is January 26th, it is better for her that she adopts end of December as fiscal year end of her company. In this way, her company can have enough period in first fiscal year.
( Company law of Japan stipulates that her company takes effect at the date of filing registration. )
She  ( Incorporator = Hokki nin ) needs to prepare certified copy of her seal impression ( Inkanshomei sho =   印鑑証明書.  This is a kind of certificate of signature. ).

Certified copy of her seal impression is necessary to ask notary public  notarize the articles of incorporation.

If she becomes a representative director of her company, she needs to acquire two sheet of certificate.
If she does not become a representative director but becomes a incorporator of her company, she needs to acquire one sheet of certificate. 
inkan shomei sho sample

If she does not have legal domicile in Japan ( = if she does not have status of residence in Japan ), she can not register her seal with city hall. So, she can not acquire certificate of her seal impression.

But, even if she cannot acquire this certificate, she can still incorporate an company and assume representative director.

In the case, she cannot acquire this certificate, she needs to acquire certificate of signature from her home country.

If this certificate is not written in Japanese language, she needs to prepare translation of it.
( Translation by professional translation company is not required. I will translate it into Japanese language. )

This is sample of certificate of signature. She can acquire this kind of certificate at notary public office in her home country.
certificate of signature, sample1
certificate of signature, sample2
As for 4

Now, I will show  sample of articles of incorporation of joint stock company in Japan.

She needs to determine several matters to fill in this document.

( As for articles of incorporation, notarization by notary public  is required. And he can not notarize documents in foreign language. So, articles of incorporation written in English is just for translation purpose. )

Article 1.  (Trade Name)
The name of the Corporation shall be “〇〇 Kabushiki Kaisha” and in English translation
it shall be “〇〇  CORPORATION”.

Article 2. (Location of the Head Office)
The head office of the Corporation shall be located at Chuo ward, Tokyo, Japan.

( She does not  need to fill in detailed address. If she locates head office at Kawagoe city, Saitama prefecture, she can write “The head office of the Corporation shall be located at Kawagoe city, Saitama prefecture, Japan.”
She can also fill in detailed address in this document.
For example, ” The head office of the Corporation shall be located at 4-2-13-1004, Kachidoki, Chuo ward, Tokyo, Japan.”)

Article 3. (Purpose)
The purpose of the Corporation is to engage in the following business.
(1) Management of international school.
(2) Management of nursery school.
(3) Management of cram school.
(4) All businesses which are incidental to or related to those mentioned in the preceding
items.
( The number of purposes does not increase cost. But, after she registers purposes in commercial register, if she wants to change it, she needs to pay registration tax.)

Article 4.  (Method of Public Notice)
The method of public notices of the Corporation is electronic public notices.
However,  if the Corporation is unable to give an electronic public notice because of
an accident or any other unavoidable reason, public notices of the Corporation may be given in
the official gazette.

( Joint stock company and Godo kaisha need to make public notice regarding its financial statement every year.  Though, most of companies do not perform such duty. If she is going to make website of her new company, she can make public notice there. In that case, I need to know the URL of her website.  I need to register it in commercial register. If she is not going to make it, she  can register “The method of public notices of the Corporation is given in official gazette.” )
Article 5. (Total number of shares authorized to be issued)

The total number of shares authorized to be issued by the Corporation shall be ten million.

( In this case, the number of shares that are issued at the timing of incorporation is 9 million, if her company wants to issue another one million, this company does not need to change the content of this article.
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But, if her company wants to issue another two million yen, this company needs to change the content of this article.
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The content of this articles is registered in commercial register.
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So, when her company changes the content of this article, it needs to pay registration tax of 30,000 yen and fee for judicial scrivener. )
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Article 6. (Issuance of Share Certificates)
The Corporation shall not issue share certificates representing its issued shares.

In the case, her company issues share certificate ( Kabuken ), when shareholder transfers shares, the shareholder needs to deliver the share certificate to assignee. Otherwise, transfer of shares does not become effective.


Article 7. (Transfer of shares)
In the case a share is transferred from a shareholder to other person, resolution of approval of shareholder’s meeting is required.
( If her company is a company with board of directors, she can stipulate that ” In the case a share is transferred from a shareholder to other person, resolution of approval of board of directors  is required. “
On the other hand, she cannot prohibit from transfer of shares completely. )

Article 8. (Convocation general meeting of shareholders)
The ordinary general meeting of shareholders is convened within three months after
the end of each business year, and an extraordinary general meeting of shareholders may be
convened whenever necessary.

( She needs to convene  shareholders meeting at least once a year.  )

Article 9. (Record Date of Ordinary General Meetings of Shareholders)
The Corporation shall deem any shareholder having voting rights, as appearing on the
register of shareholders at the end of the business year, to be a shareholder who is entitled to
exercise voting rights at the ordinary general meeting of shareholders for that business year.

( She makes register of shareholders =  kabunushi meibo and register name and address of shareholders, the number of shares etc.  )
Article 10. (Convocation of Meetings and Chairperson)
1.  The representative director shall convene the general meetings of shareholders and act as the chairperson. In the case the representative director can not act as the chairperson, shareholder shall convene such general meetings and a shareholder decided by drawing  acts as the chairperson thereof.
2.  In order to convene the shareholders meeting, the directors shall dispatch the notice thereof to the shareholders within three days prior to the day of the shareholders meeting.

( In the case the consent of all shareholders is obtained, she can convene general meeting of shareholders without prior notice. )

 

Article 11. (Method of adopting resolutions)
1. Except as otherwise provided by law or by these articles of incorporation, all resolutions of a general meeting of shareholders is be made by a majority of votes held by the attending shareholders entitled to exercise their voting rights.

( Assumed that the number of shareholder is 100 and the number of shares with voting right is 100.
If 3 share holders attend the meeting of shareholders and 2 shareholders approve the resolution, the resolution is valid. )

2. Resolutions provided for in Article 309, Paragraph 2 of the Company Law ( important resolution, for example resolution to dismissal director, issue of shares etc. ) may be made by not less than two-thirds of the votes held by the attending shareholders who hold not less than one-third of the votes of shareholders entitled to exercise their voting rights.

( Assumed that the number of shareholder is 100 and the number of shares with voting right is 100.
If 34 share holders attend the meeting of shareholders and 23 shareholders approve the resolution, the resolution is valid. )

Article 12. (Exercise of voting rights by Proxy)
When a shareholder or its legal representative is not able to attend a general meeting of
shareholders personally, he may entrust his voting rights to an attending shareholder who has
voting rights. However, a document evidencing the authority of a proxy must be filed with the
Corporation.

Article 13. (Adjournment or Change of Location of the Meeting)
The chairperson, in accordance with a resolution made at a general meeting of shareholders,
may adjourn, or change the location of the meeting.

Article 14. (Minutes)
The substance of the proceedings at a general meeting of shareholders and the results thereof, as well as other matters provided for in laws and regulations, shall be recorded in the minutes, and the chairperson, other Directors present shall inscribe their names and affix their seals thereon or put their electronic signature thereon.

Article 15. (Election of Directors)
1. Directors and Representative Directors shall be elected at the general meetings of shareholders.

( In the case there is a board of directors in her company and it is stipulated in articles of incorporation, she can elect representative director at meeting of board of directors.  )

2. In order to make a resolution for the election of Directors, the attendance of shareholders holding not less than one-third of the voting rights of shareholders entitled to exercise their voting rights shall be required.
3. With respect to resolutions for the election of Directors, cumulative voting ( Ruiseki tohyo = 累積投票 )  shall not be used.

( Assumed that the number of shareholder is 100 and the number of shares with voting right is 100. In order to make resolution to elect directors, the number of shares who attend the meeting should be at least 34.)
Article 16. (Term of Office of Directors)
1. The term of office of a Director shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last business year ending within two years after his or her election.

( She can also determine “The term of office of a Director shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last business year ending within ten years after his or her election.” 
 But if a shareholder wants to remove a director within his term of office, she needs to make resolution of “dismissal” or need to receive  “resignation letter”.
If term of his office is one or two years, she may be able to wait for end of term of office.
  On the other hand, if term of office is 2 years, she needs to file registration of change of director every two years and it will cost some registration tax ( 10,000 yen or 30,000 yen. It differs depending on amount of stated capital amount. ) and fee for judicial scrivener.

2. The term of office of a Director elected to fill a vacancy or to increase the number of Directors shall be the same as the remaining term of office of the other Directors then in office.

( Assumed that there is not this paragraph.  Director Taro was elected in June 1st, 2014 and director Junko was elected in June 1st, 2015.  Term of office is two years.  In 2016, resolution of meeting of shareholders is required to elect director. And in 2017,  resolution of meeting of shareholders is required to elect director. But, in the case there is a this article, only resolution in 2016 is required. Because, term of office of both director end in 2016. In the case of large company, it cost some expense to convene general meeting of shareholders. )

Article 17. (Business Year)

The business year of the Corporation shall commence on January 1 st of each year and shall end
on December 31 st of the same year.

( Business year = accounting term should be one year or less. )

Article 18. (Dividends from surplus)
1. The Corporation can make, based on the resolution of general meeting of shareholders, distribution of surplus in cash (hereinafter referred to as the “Dividends” = Haito = 配当 ) to shareholders whose names are specified on the register of shareholders at the end of business year of each year.

( However, Article 453  of company law of Japan stipulates that her company cannot distribute dividends to shareholders if  the amount of the net assets of the Stock Company is less than 3,000,000 yen. )

Article 19. (Expiration period)
In the case Dividends will not be received within one year after the due date of each payment, the Corporation shall be relieved of the obligation for the payment thereof. Dividends payable shall bear no interest.

Articles below are required in the case of incorporation.
After she incorporated her joint stock company in Japan, she does not keep these articles.

Article 20. ( The lower limit  of property to be contributed at the incorporation  )
The lower limit  of property to be contributed at the incorporation shall be 10,000 yen.

( According to this article, each incorporator needs to contribute at least 10,000 yen. )

Article 21. ( The first business year  )
The first business year of corporation shall be from the date of its establishment  to December 31st   of 2016.

(  The date of its establishment  = date of filing registration of incorporation = the date that officer at legal affairs bureau has received application for registration of incorporation. )

Article 22. ( Name and address of the incorporator and the number of the Shares subscribed by the incorporator )
Name and address of the incorporator and the number of the Shares subscribed by the incorporator shall be as below.

4-2-13-1004, Kachidoki Chuo ku, Tokyo
Nancy Thomas     100 shares

Article 23. ( Matters not provided for this articles of incorporation )

Provisions of the Company Law of Japan and other laws and regulations shall be referred to for matters not provided for in this articles of incorporation.
Above all, an agent for creating articles of incorporation of incorporator, Judicial Scrivener Tomohiko Akiyama, creates this articles of incorporation as electromagnetic record and put an electronic sign.

Date: January  27th, 2016

Judicial Scrivener Tomohiko Akiyama

( This sentences are required to make electronic articles of incorporation = denshi teikan.  )

 



🙂 As for 7. She needs to prepare several documents that can certify she ( incorporator ) has determined several matters relating to her company.
( As for these documents, documents written in English language is available. When I submit these papers to legal affairs bureau, I also need to translate these documents into Japanese language. )


                                        Agreement

It is unanimously approved by the incorporator  of  〇〇 CORPORATION  as below

The number of shares to be alotted to incorporator  Nancy and the amount of money to be paid in exchange for the Shares.

Shares of   〇〇 CORPORATION :  100 shares
The amount of money to be paid by Nancy  : 1,000,000 yen

IN WITNESS WHEREOF, this instrument has been executed to certify the matters so approved with the names and seals of the incorporators  being affixed and printed below.

Date:         ,        , 2016

〇〇 CORPORATION

Incorporator :

4-2-13-1004, Kachidoki, Chuo ward, Tokyo, Japan.

Nancy Thomas                                   ( her seal  )



She also needs to prepare following document….


                                   Agreement

It is unanimously approved by the incorporator  of  〇〇 CORPORATION  that

1  The amount of the stated capital :   3 million yen
( Rate of registration tax is 0.7% of stated capital amount. In the case, incorporator contributes 30,000,000 yen and if 30,000,000 yen is capitalized in stated capital amount, registration tax is 3 million yen × 0.7% = 210,000 yen.
On the other hand, in the case 10,000,000 is included in capital reserve = shihon junbikin, the amount of registration tax is  20,000,000 yen × 0.7% = 140,000 yen. But, Minimum amount of registration tax is 150,000 yen. )

1   The amount of the capital reserve :                  0 yen

IN WITNESS WHEREOF, this instrument has been executed to certify the matters so approved with the names and seals of the incorporators  being affixed and printed below.

Date:         ,        , 2016

〇〇  CORPORATION

Incorporator :

4-2-13-1004, Kachidoki, Chuo ward, Tokyo, Japan.

Nancy Thomas                                   ( her seal  )


 


Moreover, she = incorporator = promoter = hokkinin = 発起人 needs to prepare this document.


Agreement of Election of Directors at the timing of Incorporation and determination of address of head office



January      th      2016, at the organization office, all incorporators attended and determined unanimously as below.

Directors at the incorporation :  4 -2 -13 -1004, Kachidoki, Chuo ku, Tokyo   Tomohiko Akiyama

Address of head office  :  4 -2 -13 -1004, Kachidoki, Chuo ku, Tokyo

IN WITNESS WHEREOF, this instrument has been executed to certify the matters so approved with the names and seals of the incorporators  being affixed and printed below.

Date:         ,        , 2016

〇〇  CORPORATION

Incorporator :

4-2-13-1004, Kachidoki Chuo ku, Tokyo

Nancy Thomas               ( Her seal )


And she needs to prepare document below, too.
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When incorporator ( Hokki nin ) contributes her fund to incorporate a company, she remits her fund to bank account of incorporator.
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It means that she remits ( Furikomi = 振込 ) or deposit ( Azukeire = 預け入れ ) her money to her bank account in Japan.
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Then, in order to prove her remittance, she needs to take a copy of her bank book ( Tsucho  ).

She takes a copy of cover of bank book and next page of cover, and page that can indicates her remittance.
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In the case of below, it should indicate that on January 27th, 2016, Nancy Thomas remitted 0ne million yen to her bank account.

In the case, Taro is also incorporator, he can remit his money to Nancy’s ( another incorporator  ) bank account.
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In the case incorporator ( Hokkinin = 発起人 = original shareholder of company ) does not have bank account in Japan ( if incorporator has bank account in Japan and the bank is foreign bank like Bank of America and the branch is located in Japan, it is available ), incorporator can remits capital amount to bank account of original representative director who has bank account in Japan.
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In this case, power of attorney issued by incorpotor is required.
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And when all incorporators and representative directors do not have bank account in Japan, they can appoint other person as a person who deposits capital amount.
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The date of remittance should be later than date of notarization of articles of incorporation.

And after she has taken a copy of bank book, she can bind it with paper below.
And she needs to put tally impression over copy of bank book and paper below.
The seal should be corporation seal to be registered in legal affairs bureau.


Certificate of Receipt of Capital Contribution

I , Nancy Thomas, the undersigned representative director of  〇〇 CORPORATION, hereby certify that the Company has received the capital contributions due and payable to the Company as of the date written below:

The number of shares issued at incorporation :  1,000,000
The amount of money to be paid :  1,000,000 yen

Dated:  January 27th, 2016

〇〇 CORPORATION

4 -2 -13 -1004, Kachidoki, Chuo ku, Tokyo

Representative Director :  Nancy Thomas                                ( seal of corporation to be registered )


 She also needs to make following paper…..


                         Acceptance of appointment

I,  Nancy Thomas  of 4 -2 -13 -1004, Kachidoki, Chuo ku, Tokyo

Hereby accept nomination for the position of representative director of   〇〇 CORPORATION.

Nancy Thomas               ( Personal registered seal = Jitsu in  )

Date:         ,      th  2016

To 〇〇 CORPORATION


                        

In the case she hires me as proxy for filing registration of incorporating a joint stock company, she needs to put her personal registered seal on this paper.
With this document, I can go to notary public office as her proxy.
( In this paper, she needs to provide certificate of her seal impression = Inkan shomei sho =  印鑑証明書. This Inkan shomei sho should be issued within 3 months before I provide it to notary public office.)


                         Power of attorney

Judicial Scrivener, Tomohiko Akiyama
4  – 2  – 13  – 1004 , Kachidoki , Chuo-ku,Tokyo, Japan

I, the undersigned incorporator of 〇〇 CORPORATION , hereby appoint the person named above as my attorney-in-fact having full authority to act for me with respect to the followings matters.

1 To act as my attorney-in-fact to make articles of incorporation, make application for notarization of articles of incorporation, receive electronic articles of incorporation and all matters relating to this procedure.

The content of  articles of incorporation is as stated in the appendix.

January ,       , 2016.

Mandator

4-2-13-1004, Kachidoki Chuo ku, Tokyo

Nancy Thomas                         (registered personal seal)


 

In the case she hires me as proxy for filing registration of incorporation a joint stock company, she needs to put corporation seal to be registered in legal affairs bureau.

With this document, I can file registration of incorporation on her behalf as proxy.


                              Power of attorney
I, the undersigned representative director of 〇〇 corporation, hereby appoint and constitute the person named below

Judicial Scrivener, Tomohiko Akiyama
4  – 2  – 13  – 1004 , Kachidoki , Chuo-ku,Tokyo, Japan

as my attorney-in-fact having full authority to act for me and in my name with respect to the followings matters.

Particulars:

1.    To act as my attorney-in-fact to do any and all matters relating to the application for incorporation of the Company and registration of the corporate seal of the Company.

2.    To act as my attorney-in-fact to do any and all matters relating to filing the application for returning of the Original Documents of Incorporation and receipt thereof.
( In the case she takes a copy of original papers that is submitted to legal affairs bureau, if she submits scanned copy and original paper to legal affairs bureau at the same time, original papers are returned from legal affairs bureau when registration procedure is completed. )

Dated: January, 18th, 2016

4  – 2  – 13  – 1004 , Kachidoki , Chuo-ku,Tokyo, Japan
〇〇 corporation

Representative director  :   Nancy Thomas               ( Corporate seal to be registered in legal affairs bureau = kaisha jitsuin)


When she files registration of incorporation with legal affairs bureau, she needs to submit application paper for registering corporation seal.
By this registration of seal with legal affairs bureau, corporation seal become a registered corporation seal.

On this application form, representative director needs to put her personal registered seal ( That is registered in city of Japan ).

In the case, she can not register her personal seal in city hall, she needs to prepare certificate of signature.
And she needs to affix signature as same as signature that is certified in certificate of signature.

As for 8.

If she files  registration of incorporating a joint stock  company with regional legal affairs bureau, she needs to know about jurisdiction of each legal affairs bureau.

In the case, she incorporates a joint stock company in Minato ward, Tokyo, she needs to send application form to Tokyo legal affairs bureau Minato branch.
She cannot use foreign language on application form for registration.

When she files application form for registration with legal affairs bureau, she needs to submit necessary documents mentioned above.
( She needs to paste revenue stamp = shunyu inshi of at least 150,000 yen.  )
And when she files application form for registration with legal affairs bureau, she can submit self addressed envelope.
Because, when the registration procedure is completed, original document ( For example, agreement papers, certified copy of seal impression etc ) is reimbursed from legal affairs bureau by post.
( She needs to paste stamp for registered mail. )

As for 11.
If she can prove substance of her business, she may open bank account of her company.  But, at the timing of completion of registration, her business does not have substance yet, I think.
In that case, she needs to wait for such time. If her company purchase materials from other company, her company will receive bill or receipt of purchase price from other company.
Such kind of documents are required to open bank account in Japan. Even if her company has such kind of documents, it is not 100% that her company can open bank account in Japan.
This is a kind of anti money laundering measures.

Though, this page has provide you a lot of information, but I believe you still need some assist to start your business in Japan.
In that case, please make contact with me.
ginzasihoushosi@yahoo.co.jp

published in linkedin 2016/2/25、 face book 2016, 3, 10th.

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