05/09/2012
Preparation for establishment of company
– Articles of incorporation
会社設立のための準備 ～定款作成～
Articles of incorporation has to be prepared for establishment of company either by Japanese or foreign citizen. It is prepared by the founder to determine the fundamental items, and there are only five (5) indispensable items under Company law. We hereby explain them in terms of remarkable points for investor/business manager visa.
As the purpose of column is to guide foreign citizen for the foundation in Japan, we apply to simple and small company limited without board of directors. Please accept some explanation should not be complete in legal manners.
■ Purpose
As the company has the legal capacity within registered purpose, the relative purpose has to be determined. Though the permission by governmental authority is required for some purpose, the relative permission would be obtained only after establishment of company. Needless to say, any illegal activity should not be acceptable at all.
■ Trade name
Any trade name could be registered, and “Company Limited” should be added.
However, there are some restrictions, for example, general company could not apply to “Bank” under banking act, and it will be probably rejected if famous trade name would be applied.
■ Location of head office
It is good enough to determine the minimum region like ○○○ city in articles of incorporation.
Detailed full address is determined by founder and applied to company registration.
On the other hand, it is required the office as place of business in Japan for foreign citizen to have investor/business manager visa. It should be different from the place of living, otherwise, Japanese immigration office might judge that the relative business should not be stable, which is severe disadvantage.
However, many foreign citizens prefer one place of business and living to save the expenses in the beginning of foundation, in case, at least following points must be cleared.
・The lender accepts to use the place of business and living.
・The place of business and living is definitely divided.
・The payment of utilities like electric fee is definitely divided.
・The signboard of trade name is displayed.
■ Invested amount on establishment
■ Name and address of founder
Let’s check above 2 items with the general example in articles in corporation practically hereunder.
【Issued stocks on establishment】
The number of issued stocks on establishment is ○○stocks, and the issued value is YEN△△ per stock.
【Invested amount and capital on establishment】
Invested amount on establishment is YEN (○○stocks x YEN△△).
Capital after establishment is YEN (○○stocks x YEN△△).
【Name, address and accepted stocks of founder】
Name ------- Address ------- ○○stocks YEN (○○stocks x YEN△△)
Following is acceptable under Company law though it is not practical.
・Founder One person
・Issued stock 1 stock
・Issued value YEN1.-
・Capital YEN1.-
It is required to invest YEN5,000,000.- (five millions yen) when foreign citizen would like to establish and manage the company as managing director. It is one of most difficult hurdles for investor/business manager visa to prove the investment of YEN5,000,000.- per person and year.
While annual investment is not directly to show the capital, the list of stock holders showing name and stocks’ number of foreign citizen together with bankbook with amount of YEN5,000,000.- should be presented to Japanese immigration office. Same investment is required for an individual business such as operating the restaurant is required, too.
IMMIGRATION AGENT
T. Hayashi
Administrative Solicitor
