To avoid more complex and time consuming thing, only a Japanese resident
will be the sole promoter.
As promoter he will subscribe for one share in the new company and 'offer'
the remaining shares for subscription by the foreign parent company.
After the incorporation, the share that issued
to the promoter will be surrendered to the
parent company. Then the parent company holds
100% shares!
| STEPS |
YAMAJO Office (sole promoter) |
Shareholder = Parent company |
| I. Advance Preparations |
|
1. Decide basic matters
(e.g., company name, company objectives, address of head office, paid-in
capital, accounting period, bank for accepting share subscription money,
etc.) |
Send a 'Questionnaire' to the parent company |
Answer the 'Questionnaire' |
| 2. Search for similar company name |
At the Legal Affairs Bureau |
|
| 3. Preparation of Articles of Incorporation
|
Prepare |
|
| 4. Company seal etc |
1) Acquire seal for promoters / company / representatives
at a seal carver.
2) Obtain certificate seal registration at ward office. |
|
| II. Company registration |
|
| 5. Promoter meeting |
Preparation of a minutes of the promoter meeting;
(company name, purpose of business, shares to be subscribed for by the
promote, shares to be offered to other subscribers, etc.)
2 copies of the minutes. |
|
| 6. Notarization of the Articles of Incorporation
|
At a public notary.
(Stamp duty of JPY 40,000, a notary fee of JPY 50,000 etc.) |
|
| 7. Appointment of a bank to handle the
share subscription money |
|
|
| 8. Public Offering |
Allotment of shares to the parent company |
Subscription of shares |
| 9. Payment of the share subscription
money to the bank |
|
Pay subscription money to the bank. (commission
is required to the bank approx. 0.15%- 0.7% of the subscribed amount) |
| 10. Certificate by the receipt of the
share subscription money |
Issued by the bank |
|
| 11. Establishment meeting by the subscribers
|
Appoint directors and auditors |
|
| 12. Board of directorfs meeting |
Approval of directors etc.
Keep minutes. |
Consent to shortening of convening period of establishment
meeting |
| 13. Register of Establishment |
Application for registration (with representative seal
that are registered and Registration and license tax of JPY 150,000) |
|
| 14. Surrender the share |
|
100% Shareholder! |
| 15. Notification under the Foreign Exchange
Law |
Register to Bank of Japan within 15 days. |
|
| 16. Tax registration etc |
With Legal Affairs (Tax, social securities and labor office)
|
|