Limited Liability Company (“Godo Kaisha”) Incorporation
1. Overview
The Godo Kaisha is a new type of corporate entity introduced with the enactment of the Companies Act in 2006, that places emphasis on the personal relationship between company members, and is characterized by giving the company more flexibility with respect to methods of operational decision making, distribution of profits and other internal matters.
While the investors in a joint-stock company are referred to as “shareholders”, the investors in a Godo Kaisha are known as “Members.” In principle each member, in addition to executing operations, possesses company representative rights. (It is possible to designate executional powers and representative rights to specific members.)
Members of a Godo Kaisha have limited liability, similar to the shareholders of a joint-stock company, and each member’s liability to the company is limited to the amount which they have contributed.
2. Godo Kaisha Incorporation Procedures
When incorporating a Godo Kaisha, matters such as the trade name and business purposes of the company must be decided, and Articles of Incorporation of the company are drafted by the members. A Godo Kaisha may be incorporated by just one Member. While the Articles of Incorporation of a joint-stock company must be notarized by a Notary Public, the Articles of Incorporation of a Godo Kaisha does not require notarization.
Once the Articles of Incorporation have been drafted, each member must make their appropriate capital contribution, and an incorporation application is submitted to the Legal Affairs Bureau with various supporting documentation verifying that the incorporation procedures have been followed.
The following briefly summarizes the steps required to incorporate a Godo Kaisha. To manage expectations, it is generally advised to expect the process to take approximately four to six weeks from commencement to the completion of registration.
- 1. Decide on details of Godo Kaisha
Decide the basic matters of the company such as the trade name, head office location and business purposes. - 2. Draft the Articles of Incorporation
Create the Articles of Incorporation of the Godo Kaisha. In addition to its trade name, business purposes, name, address and contribution specifics of each member, members also have some flexibility in specifying rules for the execution of operations and distribution of profits in the Articles of Incorporation. - 3. Payment of capital contribution
After the Articles of Incorporation have been created, each member must make their investment contribution. - 4. Incorporation registration application
Make an application for incorporation registration with supporting documentation verifying that all incorporation procedures have been completed. - 5. Commence business activities
Business activities may be commenced from the date of registration. Once the registration has been completed, company bank accounts may be opened and various notifications to the tax and social insurance authorities may be submitted.
3. Necessary Documents
Generally speaking, the following documents are required for Godo Kaisha incorporation.
Articles of Incorporation are drafted, signed or sealed by all members.
This document demonstrates that each member has made his/her capital investment.
In Japan it is customary to use seals rather than a signature on official documents. Therefore, an imprint of the seal of the representative member will need to be registered with the Legal Affairs Bureau of Japan. We are able to order the necessary seals for our clients. Note that the cost of seals can vary considerably depending on the material used to make the seal.
The registered personal seal certificate of the representative member is required to register the company seal with the Legal Affairs Bureau. For foreign nationals who have not registered a personal seal with their local government office, a Signature Certificate may be used as an alternative. The Signature Certificate must be notarized by a Notary Public or consular office.
4. For cases when a non-domestic corporation is a Member
When a non-domestic corporation is to become either a managing member or representative member, the following procedures are also required.
The Executive Manager is an individual designated by a corporate managing member charged with being responsible for the Godo Kaisha.
When the representative member (or managing member) is a corporation, an Affidavit summarizing details of the corporation (including the trade name, location of head office, business purposes, capital, shares, officers) must be submitted to the Legal Affairs Bureau. The Affidavit must be notarized by a Notary Public or consular office in the home country of the corporation.