The Distinction of the Company Natures
|
Kabushiki Kaisha
(Company Limited by Shares)
|
Goudou Kaisha
(Limited Liability Company)
|
Shiten
(Branch Office)
|
Capital
|
JPY 1 and above
|
JPY 1 and above
|
No Capital
(The capital of branch office will same as the foreign company in tax
discipline.)
|
Number of Investors
|
1 Person and above
|
1 Person and above
|
N/A
|
Title for Investors
|
Shareholder
|
Member
|
N/A
|
Representatives of the company
|
Representative Director
|
Representative Member
|
At least one representative must be a resident in Japan
|
Operating of Company
|
Investor and the manager of the company are separated
|
Investor equals to manager
|
To operate the business decided/ authorized by the foreign company
|
Power to Make Decision
|
Annual General Meeting
|
Consent of All Members
|
Depends on the foreign company
|
Liability of Investor / Parent Company to the Company Creditor
|
Limited to capital contributed
|
Limited to capital contributed
|
The foreign company is ultimately responsible for all debts and credits
|
Transfer of Capital
|
Could be transferred freely in principle but stipulated in articles of
incorporation that approval of Board of Directors is needed for transfer of
shares.
|
Consent of All Investors (Members)
|
N/A
|
Officers of the Management
|
At least 1 director should be appointed (corporations subject to
restrictions on the shares transfer)
At least 3 directors should be appointed (listed company)
※ According to the nature and scale of the company, other necessary
management also needs to be selected
|
No legal management
In principle, all members are business executives, but different
regulations could be stated in the articles of association
|
At least one representative must be a resident in Japan.
|
Legally stipulated term of office for executives
|
2 years in principle. Maximum up to 10 years.
|
No legally stipulated term
|
Depends on the foreign company
|
Regular General Meeting of Shareholders (Members)
|
In principle, must be held every year
|
Not required
|
Depends on the foreign company
|
Public offer of stock (Capital distributed)
|
Yes
|
No
|
N/A
|
Transferring of company type between Kabushiki Kaisha and Goudou Kaisha
|
Yes
|
Yes
|
N/A
|
Distribution of Profits and Losses
|
Allocated according to capital distributed
|
Allocated according to the rate specified in the articles of association
|
Depends on the foreign company
|
Taxation on Profit
|
Taxed according to profits of company and the profits allocated to
shareholders
|
Taxed according to profits of company and the profits allocated to
members
|
Tax amount is based on the profits generated by the branch in Japan.
|
Notice obligation during the Dissolution of Company
|
Yes
|
Yes
|
Yes
|