Mergers and Acquisitions (M&A)1
Merger means
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Companies Act
Article 2
(xxvii) "Absorption-type Merger" means any merger Company(s) effects with another Company(s) whereby the surviving Company succeeds to any and all rights and obligations of the absorbed Company(s);
(xxviii) "Consolidation-type Merger" means any merger effected by two or more Companies whereby the new Company incorporated by the merger succeeds to any and all rights and obligations of the companies consolidated by the merger;
quoted by http://www.japaneselawtranslation.go.jp/
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In other words, a merger company or a new company set up by the merger succeeds to all assets and liabilities.
Assignment of business is, on the other hand, in assignment of business, a portion of or the whole business is transferred from one company to another company by the way each asset is specified. Main differences between merger and assignment of business are about applied tax regulation, dept (liability), procedure regarding approval from government and so on.
Company Split means
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Companies Act
Article 2
(xxix) "Absorption-type Company Split" means any Company split whereby succeeding Company(s) succeeds after the Company Split, in whole or in part, to any rights and obligations, in whole or in part, in connection with the business of the Stock Company(s) or the Limited Liability Company(s) which is split;
(xxx) "Incorporation-type Company Split" means any Company split whereby new Company(s) incorporated by the Company Split succeeds to any rights and obligations, in whole or in part, in connection with business of the Stock Company(s) or the Limited Liability Company(s) which is split;
quoted by http://www.japaneselawtranslation.go.jp/
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From the point of the legal view, this is similar to merger rather than assignment of business because of “succeed to all assets and liabilities”.
Share Exchange Means
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Companies Act
Article 2
(xxxi) "Share Exchange" means any exchange of shares whereby Stock Company(s) cause all of its issued shares (hereinafter referring to the shares issued by a Stock Company) to be acquired by another Stock Company or Limited Liability Company;
quoted by http://www.japaneselawtranslation.go.jp/
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and share transfer mean
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Companies Act
Article 2
(xxxii) "Share Transfer" means any transfer whereby Stock Company(s) cause all of its issued shares to be acquired by a newly incorporated Stock Company;
quoted by http://www.japaneselawtranslation.go.jp/
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Both are mainly for making a holding company and the group companies. The former is for like company to become a holding company already exists and the latter is like company to become a holding company is newly set up.
Japan Osaka Kobe Kyoto Invest Business Support Company Contract Property Legel Consultant
Solicitor, Immigration Lawyer
Nanohana law office (Solicitors & Immigration Lawyers Office)
司法書士 行政書士 なのはな法務事務所
http://www.nanohanalaw.com/
info@nanohanalaw.com
Setting up a company in Osaka Setting up a branch in Kobe Setting up an office in Kyoto
How to find good bank
I cannot show the exact names of the banks here, but might be introduce them to you and it is necessary related to our services.
Japan Osaka Kobe Kyoto Invest Business Support Company Contract Property Legel Consultant
Solicitor, Immigration Lawyer
Nanohana law office (Solicitors & Immigration Lawyers Office)
司法書士 行政書士 なのはな法務事務所
http://www.nanohanalaw.com/
info@nanohanalaw.com
Setting up a company in Osaka Setting up a branch in Kobe Setting up an office in Kyoto
Kabushiki Kaisha(Stock Company)1
The Companies Act
http://www.japaneselawtranslation.go.jp/law/detail/?id=1961&vm=02&re=01&new=1
http://www.japaneselawtranslation.go.jp/law/detail/?id=149&vm=02&re=01&new=1
was adopted in 2009 instead of abolishing a part of the Commercial Cord. Since the time, setting up Yugen Kaisha newly has been prohibited, which has good points for small businesses. Now, there are roughly 2 types of Kabushiki Kaisha(Stock Company). One is with Board of Directors, which is a traditional style. This type is mainly for big companies including listed companies which must have this system. This requires at least 3 directors (1 representative director in them) and 1 statutory auditor. The other is without Board of Directors which is a new style. This requires at least only 1 (representative) director.
In Japan, basically almost any nationality can own 100% share of a company. Therefore, foreign company can have 100% subsidiary company. Besides that, foreign nationality can be either a director or a representative director. Minimum capital amount was abolished and you can put only 1 JPY as a capital amount. However, if you would apply for the “Investor/Manager” visa, 5 Mil JPY as a capital amount should be recommended.
Japan Osaka Kobe Kyoto Invest Business Support Company Contract Property Legel Consultant
Solicitor, Immigration Lawyer
Nanohana law office (Solicitors & Immigration Lawyers Office)
司法書士 行政書士 なのはな法務事務所
http://www.nanohanalaw.com/
info@nanohanalaw.com
Setting up a company in Osaka Setting up a branch in Kobe Setting up an office in Kyoto
Non Profit Organization (NPO) 1
Non-Profit Organization can be established under “Law to Promote Specified Nonprofit Activities” (R.f. http://www.jcie.or.jp/civilnet/monitor/npo_law.pdf) and only for those 27 types of purposes;
1. Activities for promotion for health, medical or welfare
2. Activities for promotion for social education
3. Activities for promotion for development of a region
4. Activities for promotion for development of academy, culture, art or sports
5. Activities for promotion for environmental preservation
6. Disaster-relief activities
7. Regional safety activities
8. Activities for Pro-human right or promotion of peace
9. International cooperation activities
10. Activities for promotion for gender-free society in which both men and women can participate fully
11. Activities for promotion for fine fosterage of children
12 Activities for promotion for information society
13. Activities for promotion for science and technology
14. Activities for promotion for activation of economic activities
15. Supporting activities for promotion for development of vocational capability or amplification of employment opportunity
16. Activities for promotion for consumer protection
17. Communication, advice or support activities for operation or activities of association which do the above mentioned activities
A disadvantage is that the profit cannot be distributed to the fund contributor.
Japan Osaka Kobe Kyoto Invest Business Support Company Contract Property Legel Consultant
Solicitor, Immigration Lawyer
Nanohana law office (Solicitors & Immigration Lawyers Office)
Tel +81-6-6351-7330 Fax +81-6-6351-7350
Setting up a company in Osaka Setting up a branch in Kobe Setting up an office in Kyoto
Types of Business Entities
There are lots of types of corporation under Japan Law, which are categorized by Companies Act and other laws.
The first category, based on Companies Act has 4 types, called Kabushiki Kaisha(Stock Company), Goudou Kaisha(Limited Liability Company), Goushi Kaisha(Limited Partnership Company) and Goumei Kaisha(Partnership Company). Kabushiki Kaisha(Stock Company) and Goudou Kaisha(Limited Liability Company) are limited liability entities. Goushi Kaisha(Limited Partnership Company) and Goumei Kaisha(Partnership Company) are partially or entirely unlimited liability entities.
Therefore, the formers are popular and especially Kabushiki Kaisha(Stock Company) is well known to not only Japanese people also some other people.
Meanwhile, other types of corporation are established in many sorts of laws, categorized by purpose, governance, special requirement and so on. Examples of them are Non-Profit Organization, Ippanshadan Houjin(General Incorporated Association), Ippan Zaidan Houjin(General Incorporated Foundation), Syukyou Houjin(Riligious Corporation).
Japan Osaka Kobe Kyoto Invest Business Support Company Contract Property Legel Consultant
Solicitor, Immigration Lawyer
Nanohana law office (Solicitors & Immigration Lawyers Office)
Nishikawa bldg. 6th floor 2-3-22 Tenjinbashi Kita-ku,
Osaka-shi, Osaka-pref., Japan
Tel +81-6-6351-7330 Fax +81-6-6351-7350
Japan Osaka Kobe Kyoto Invest Business Support Company Contract Property Legel Consultant
Canadian Passport
As I didn't have the details then, I checked the information on Canadian Passport Application.
Basically, if Canadian staying abroad apply for passport, they need to get a signature from "Guarantor".
Those who sign the application as "Guarantor" are quite limited.
First, they should be specified occupation such as medical doctor, practicing lawyer, Signing officer of a bank and so on.
In addition, the guarantor of the applicant must have known the person for at least 2 years.
If the applicant can't find any person who satisfies the requirements as Guarantor, the person must make "Statutory Declaration in lieu of Guarantor", which should be autheticated only by Notary Public or by Commissioner appointed by Embassy of Canada.
Recent Case File
A client visited my office to ask me to change his working visa to a permanent visa. His current visa would be expired around in a month.
Usually, once an application to change visa is submitted, it is not necessary to apply to extend the period of stay even if it will be expired soon.
But permanent visa is examined in a entirely different system.
So even if you apply for a permanent visa, you have to care for the expiration of the current visa and apply for extension of the visa.
Take care.
As for supporting companies advancing to Japan
By the way, there are some difficulties on expanding to Japan.
For example, if a foreigner would like to get investor/manager visa, the person needs to invest more than 5 million yen to Japan . However, immigration bureau doesn't admit some expenses as investment for getting the visa and so you need some allowance. Furthermore immigration bureau doesn't indicate distinct criteria about if each expense is included as investment or not.
I think it's not clear for foreigners.
I give you a little tip.
You need also to consider Tax issue. You might be able to have merit on Sales Tax (GST) if your company's capital amount is less than 10 million yen. If you set up a new company on the term, you would be exempted from paying Sales Tax (GST) for 2 fiscal years (not 2 years).