Reduction in amount of stated capital and issue of shares concurrently

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Assumed that X company is in the state of capital deficit.

ASSETS                                         LIABILITIES
Cash 10 M Bank Loan 10 M
SHAREHOLDER’S EQUITY
(STATED CAPITAL AMOUNT) 10 M
(CAPITAL RESERVES) -10 M

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Assumed that X company’s current stated capital amount ( shihon kin = 資本金 )  is 10 million yen. In order to solve capital deficit of 10 M yen, another 10 million yen is required.

( The number of issued share ( = Hakkouzumi kabushiki sousuu = 発行済株式総数 )  is 1000.   The number of shares authorized to be issued ( = Hakko kanou kabushiki sousuu = 発行可能株式総数 )  is 10,000 )..
So, it may issue 1000 shares ( it issues each share by 10,000 yen )..
However, the company needs to know paragraph 2 of Article 445 of companies act ( Kaisha hou = 会社法 )..

Article 445 (1) Unless it is otherwise provided for in companies Act, the amount of stated capital of a Stock Company is the amount of properties contributed by persons ( investors ) who become shareholders at the time of incorporation or issue of shares.
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(2) The amount not exceeding half of the amount of the contribution under the preceding paragraph may not be included as stated capital.
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(3) The amount not included as stated capital pursuant to the provisions of the preceding paragraph shall be included as capital reserves ( shihon junbi kin = 資本準備金 )..

These sentences want to say that at least 50% of money paid by contributors should be included in stated capital amount..

And the money that is not included in stated capital amount should be included in capital reserve..
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So, if the investors have contributed 10 million yen,  at least 5 million yen should be included in stated capital amount..

And capital reserve ( shihon junbi kin ) is a kind of stated capital amount.
So, even after contribution of 10 million yen, X company does not have any surplus and can not pay dividends.ven.
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In that case, X company should  determine as below.

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1 It issues shares for 10 million yen and only 5 million yen is included in stated capital amount and another 5 million yen is included in capital reserve.

FYI.

X company can also include 10 million yen to capital amount, if it wants.
But, it increase the amount of registration tax.
The amount of Registration tax of issue of shares :  The amount of increased capital amount × 7 /1000.
So, if X company increases capital amount by 10 million yen, the amount of registration tax is 10 million yen × 7 /1000 = 70,000 yen.

On the other hand,  if X company increases capital amount by 5 million yen ( another 5 million yen is included in capital reserve ), the amount of registration tax is 5 million yen × 7 /1000 = 35,000 yen.

Balance sheet of before issue of shares.

ASSETS(SHISAN) LIABILITIES(FUSAI)
Cash 10 M Bank Loan 10 M
SHAREHOLDER’S EQUITY
(STATED CAPITAL AMOUNT) 10 M
(CAPITAL RESERVES) -10 M

After issue of shares ( Assumed 50% of contribution is included in stated capital amount ) .

ASSETS(SHISAN) LIABILITY(FUSAI) 
CASH 20 M DEBT 10 M
SHAREHOLDER’S EQUITY
(STATED CAPITAL AMOUNT) 15 M
(CAPITAL RESERVE) 15 M
(RETAINED EARNINGS) 0 M

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X company reduces in stated capital amount by 5 M yen.
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This 5 M is transferred to capital surplus ( Shihon joyo kin = 資本剰余金 ) .
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ASSETS(SHISAN) LIABILITY(FUSAI) 
CASH 20 M DEBT 10 M
SHAREHOLDER’S EQUITY
(STATED CAPITAL AMOUNT) 10 M
(CAPITAL RESERVE) 0
(CAPITAL SURPLUS) 10 M ( Produced by reduction in stated capital and transfer from capital reserve )
(RETAINED EARNINGS) -10 M

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In this way, X company has prepared 10 M yen ( It is recorded in capital surplus ).
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Once money is included in capital surplus, the company can use the money to pay salary or buy wholesales.
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Or X company can use this 10 M yen to disposition of deficit.
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ASSETS(SHISAN) LIABILITY(FUSAI) 
CASH 20 M DEBT 10 M
SHAREHOLDER’S EQUITY
(STATED CAPITAL AMOUNT) 10 M
(CAPITAL RESERVE) 0
(CAPITAL SURPLUS) 0
(RETAINED EARNINGS) 0

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In order to reduce stated capital amount and capital reserve, X company needs to make public notice based on  article 449 of companies act.

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.X company needs to make public notice in official gazette = Kanpou.

Even if it is stipulated in articles of incorporation that the method of public notice shall be conducted in website of X company.

So, it will cost 50,000 yen to 200,000 yen.
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