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K. Companies law (or the law of business associations) is the field of Law concerning business and other organizations Generally a company is a form of Business organization. The precise definition varies A business (also called firm or an enterprise) is a legally recognized organizational entity designed to provide goods and/or services to A sole proprietorship, or simply proprietorship ( Benjamen Clark For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners In the commercial and legal parlance of most countries a general partnership or simply a Partnership, refers to an association of persons or an unincorporated A limited partnership is a form of Partnership similar to a General partnership, except that in addition to one or more general partners (GPs there are A limited liability partnership (abbreviated as LLP) has elements of Partnerships and Corporations. A corporation is a separate legal entity usually used to conduct business An S corporation or S-corp, for United States federal income tax purposes is a Corporation that makes a valid election to be taxed under Subchapter S of A C corporation (or C corp) is a Corporation in the United States that for Federal income tax purposes, is Taxed under and Subchapter C ( et A limited liability company (abbreviated LLC or LLC) in the law of the vast majority of the United States is a legal form of business Company The limited liability limited partnership (LLLP is a relatively new modification of the limited partnership a form of Business entity recognized under U A Series LLC is a special form of a Limited liability company that provides liability protection across multiple "series" each of which is theoretically protected A Nevada Corporation is a Corporation chartered under the Laws of the U A Massachusetts business trust or MBT is a legal trust set up for the purposes of business but not necessarily in the state of Massachusetts. A limited company in the United Kingdom is a Corporation whose liability is limited by law A private company limited by shares is a type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries In British or Irish Company law, a company limited by guarantee is an alternative type of Corporation used primarily for Non-profit A Public Limited Company ( PLC, plc or plc or p l c is a type of Limited company in the United Kingdom or the Republic of Ireland which is A proprietary company is a form of Corporation in Australia that is limited by Shares. A community interest company (CIC is a new type of company introduced by the United Kingdom government in 2005 under The Community Interest Act 2004, designed The European Economic Area ( EEA) came into being on 1 January 1994 following an agreement between member states of European Free Trade Association (EFTAthe The Council Regulation on the Statute for a European Company of the European Union was adopted October 8 2001. TemplateExpert and TemplateExpert-subject, has been modified to include two WikiProjects and Portals (Expert-subject is limited to Aktiebolag (literally " share Company " or " Stock Company " is the Swedish term for " Limited Aktiengesellschaft ('aktsiəngəzεlʃaft abbreviated AG) is a German term that refers to a Corporation that is limited by shares i An ansvarlig selskap is a Norwegian personal responsibility Company model mainly used in small-to-medium businesses which translates directly into "Responsible An Aktieselskab (abbreviated A/S) is the Danish name for a Stock -based Corporation. Aksjeselskap is the Norwegian term for a Stock -based Company. Gesellschaft mit beschränkter Haftung ( GmbH) is a type of legal entity very common in Germany (where it was created in 1892 Austria K. · N.V. · OY · S.A. · Full list
Doctrines
Corporate governance
Limited liability · Ultra vires
Business judgment rule
Internal affairs doctrine
De facto corporation and corporation by estoppel
Piercing the corporate veil
Rochdale Principles
Related areas of law
Contract · Civil procedure

Kabushiki kaisha or kabushiki gaisha (株式会社, Kabushiki kaisha or kabushiki gaisha^? lit. nl '''''Naamloze Vennootschap''''' (usually abbreviated NV) is the Dutch term for a Public Limited liability Corporation. Osakeyhtiö, literally a " stock company " is the Finnish equivalent of a Limited company ( Ltd or LLC) or Gesellschaft For the art organization see Société Anonyme (art SA generally designates Corporations in various countries mostly those employing There are many types of business entity defined in the legal systems of various countries Corporate governance is the set of Processes customs Policies, laws and institutions affecting the way a Corporation is directed administered or controlled Limited liability is a concept whereby a person's financial Liability is limited to a fixed sum most commonly the value of a person's investment in a company or partnership Ultra vires is a Latin phrase that literally means "beyond the powers" The business judgment rule is an American Case law -derived concept in Corporations law whereby the "directors of a corporation. The internal affairs doctrine is a Choice of law rule in Corporations law. De facto corporation and corporation by estoppel are both terms that are used by Courts to describe circumstances in which a business organization that has The corporate law concept of piercing (lifting the corporate veil describes a legal decision where a shareholder or director of a Corporation is held liable for the The Rochdale Principles are a set of ideals for the operation of Cooperatives. A contract is an exchange of promises between two or more parties to do or refrain from doing an act which is enforceable in a court of law Civil procedure is the body of law that sets out the process that Courts will follow when hearing cases of a civil nature (a " Civil action " as opposed to "stock companies") are a type of business corporation (会社, kaisha^?) defined under Japanese law. Law of Japan was historically heavily influenced by Chinese law and developed independently during the Edo period through texts such as Kujikata Osadamegaki

Usage in language

Both kabushiki kaisha and the rendaku form kabushiki gaisha are used. is a phenomenon in Japanese Morphophonology which governs the voicing of the initial Consonant of the non-initial portion of a compound or prefixed word The "K" spelling is much more common in the names of companies and in English-language legal literature, whereas the "G" pronunciation is more common in Japanese.

In Japanese, "kabushiki kaisha" can be used as a prefix (e. g. 株式会社電通 Kabushiki kaisha Dentsū) or as a suffix (e. ( is one of the largest Advertising agency brands in the world g. トヨタ自動車株式会社 Toyota Jidōsha Kabushiki kaisha). (pronounced) is a Multinational corporation headquartered in Japan, and is currently the world's largest Automaker. It is often abbreviated as "(株)," its first character.

Many Japanese companies translate the phrase "kabushiki kaisha" as "Co. Ltd. " while others use the more Americanized translations Corporation or Incorporated. English texts often refer to kabushiki kaisha as "joint stock companies"; while this is close to a literal translation of the term, the two are not the same. A joint stock company (JSC is a type of business entity it is a type of Corporation or Partnership. The Japanese government previously endorsed "business corporation" as an official translation^[1] but now uses the literal translation "stock company. "^[2]

History

The first kabushiki kaisha was the First National Bank of Japan, incorporated in 1873. Year 1873 ( MDCCCLXXIII) was a Common year starting on Wednesday (link will display the full calendar of the Gregorian calendar (or a Common

Rules regarding kabushiki kaisha were set out in the Civil Code of Japan. Law of Japan was historically heavily influenced by Chinese law and developed independently during the Edo period through texts such as Kujikata Osadamegaki During the American occupation following World War II, the occupation authorities introduced revisions to the Commercial Code based on the Illinois Business Corporation Act of 1933, giving kabushiki kaisha many traits of American corporations. At the end of World War II, Japan was occupied by the Allied Powers, led by the United States with contributions also from Australia, British World War II, or the Second World War, (often abbreviated WWII) was a global military conflict which involved a majority of the world's nations, including ^[3]

Over time, Japanese and U. S. corporate law diverged, and K. K. assumed many characteristics not found in U. S. corporations. For instance, a K. K. could not buy back its own stock (a restriction which still stands), issue stock for a price of less than ¥50,000 per share (effective 1982), or operate with paid-in capital of less than ¥10 million (effective 1991). Software for Fixed assets management and Stock control developed in 2004. ^[4]

On June 29, 2005, the Diet of Japan passed a new Corporation Code (会社法, kaisha-hō^?), which took effect on May 1, 2006. Events 512 - A Solar eclipse is recorded by a monastic chronicler in Ireland. Year 2005 ( MMV) was a Common year starting on Saturday (link displays full calendar of the Gregorian calendar. The is Japan's Bicameral Legislature. It is composed of a Lower house, called the House of Representatives, and an Upper house, called Events 305 - Diocletian and Maximian retire from the office of Roman Emperor. Year 2006 ( MMVI) was a Common year starting on Sunday of the Gregorian calendar. ^[5] The new law greatly affected the formation and function of K. K. 's and other Japanese business organizations, bringing them closer to their contemporary counterparts in the U. S.

A complete translation into English of the new corporations law and summary analysis is available at www. japanlaw. info

Formation

A kabushiki kaisha may be started with capital as low as ¥1, making the total cost of a K. K. incorporation approximately ¥240,000 (about US$2,000) in taxes and notarization fees. Under the old Commercial Code, a K. K. required starting capital of ¥10 million (about US$87,000); a lower capital requirement was later instituted, but corporations with under ¥3 million in assets were barred from issuing dividends, and companies were required to increase their capital to ¥10 million within five years of formation. Dividends are payments made by a Corporation to its Shareholder members ^[6]

The main steps in incorporation are the following:

1. Preparation and notarization of articles of incorporation
2. Receipt of capital, either directly or through an offering

The incorporation of a K. The Articles of Incorporation (sometimes also referred to as the Certificate of Incorporation or the Corporate Charter) are the primary rules governing the management K. is carried out by one or more incorporators (発起人, hokkinin^?, sometimes referred to as "promoters"). Although seven incorporators were required as recently as the 1980s, a K. K. now only needs one incorporator, which may be an individual or a corporation. If there are multiple incorporators they must sign a partnership agreement before incorporating the company. For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners

Articles of incorporation

The articles of incorporation of a K. K. must include, at a minimum:

1. The name of the company
2. The purposes of the company
3. The location of its head office
4. The value or minimum amount of assets received in exchange for the initial issuance of shares
5. The name and address of the incorporator(s)

The purpose statement requires some specialized knowledge, as Japan follows a strict ultra vires doctrine and does not allow a K. Ultra vires is a Latin phrase that literally means "beyond the powers" K. to be formed "for any purpose," as is legal in most of the English-speaking world. Judicial or administrative scriveners are often hired to draft the purposes of a new company. also known as shiho-shoshi lawyers, are one of the legal professions in Japan. also known as gyosei-shoshi lawyers (certified administrative procedures specialists, form a legal profession in Japan.

Additionally, the articles of incorporation must contain the following if applicable:

1. Any non-cash assets contributed as capital to the company, the name of the contributor and the number of shares issued for such assets
2. Any assets promised to be purchased after the incorporation of the company and the name of the provider
3. Any compensation to be paid to the incorporator(s)
4. Non-routine incorporation expenses which will be borne by the company

Other matters may also be included, such as limits on the number of directors and auditors. The Corporation Code allows a K. K. to be formed as a close corporation (非公開株式会社, hikōkai kabushiki kaisha^?), in which case the board of directors must approve any transfer of shares between shareholders; this designation must be made in the articles of incorporation.

The articles must be sealed by the incorporator(s) and notarized by a notary public, then filed with the Legal Affairs Bureau in the jurisdiction where the company will have its head office. A notary public is an officer who can administer Oaths and Statutory Declarations Witness and authenticate documents

Receipt of capital

In a direct incorporation, each incorporator receives a specified amount of stock as designated in the articles of incorporation. Each incorporator must then promptly pay their share of the starting capital of the company, and if no directors have been designated in the articles of incorporation, meet to determine the initial directors and other officers.

The other method is an "incorporation by offering," in which each incorporator becomes the underwriter of a specified number of shares (at least one each), and the other shares are offered to other investors. As in a direct incorporation, the incorporators must then hold an organizational meeting to appoint the initial directors and other officers. Any person wishing to receive shares must provide an application to the incorporator, and then make payment for their shares by a date specified by the incorporator(s).

Capital must be received in a commercial bank account designated by the incorporator(s), and the bank must provide certification that payment has been made. A commercial bank is a type of Financial intermediary and a type of Bank. Once the capital has been received and certified, the incorporation may be registered at the Legal Affairs Bureau.

Structure

Board of directors

Under present law, a K. K. must have a board of directors (取締役会, torishimariyaku kai^?) consisting of at least three individuals. Directors have a statutory term of office of two years, and auditors have a term of four years. Close companies can exist with only one director, with no statutory term of office.

At least one director is designated as a representative director (代表取締役, daihyō torishimariyaku^?), holds the corporate seal and is empowered to represent the company in transactions. The representative director must "report" to the board of directors every three months; the exact meaning of this statutory provision is unclear, but some legal scholars interpret it to mean that the board must meet every three months. At least one director and one representative director must be a resident of Japan. ^[5]

Directors are mandatories (agents) of the shareholders, and the representative director is a mandatory of the board. Agency is an area of Commercial law dealing with a Contractual or Quasi-contractual Tripartite set of relationships when an Agent Any action outside of these mandates is considered a breach of mandatory duty. ^[7]

Auditing and reporting

Every K. K. with multiple directors must have at least one statutory auditor (監査役, kansayaku^?). Statutory auditors report to the shareholders, and are empowered to demand financial and operational reports from the directors.

K. K. s with capital of over ¥500m, liabilities of over ¥2bn and/or publicly traded securities are required to have three statutory auditors, and must also have an annual audit performed by an outside CPA. Certified Public Accountant ( CPA) is the Statutory title of qualified Accountants in the United States who have passed the Uniform Public K. K. s must also file securities law reports with the Ministry of Finance.

Under the new Company Law, public and other non-close K. K. s may either have a statutory auditor, or a nominating committee (指名委員会, shimei iinkai^?), auditing committee (監査委員会, kansa iinkai^?) and compensation committee (報酬委員会, hōshū iinkai^?) structure similar to that of American public corporations. A nominating committee is a group formed usually from inside the membership of an organization for the purpose of nominating candidates for office within the organization

Close K. K. s may also have a single person serving as director and statutory auditor, regardless of capital or liabilities.

A statutory auditor may be any person who is not an employee or director of the company. In practice, the position is often filled by a very senior employee close to retirement, or by an outside attorney or accountant.

Officers

Japanese law does not designate any corporate officer positions. Most Japanese-owned kabushiki kaisha do not have "officers" per se, but are directly managed by the directors, one of whom generally has the title of president (社長, shachō^?). The Japanese equivalent of a corporate vice president is a department chief (部長, buchō^?). __FORCETOC__ For the Vice President of the United States, their roles and other information see Vice President of the United States. Traditionally, under the lifetime employment system, directors and department chiefs begin their careers as line employees of the company and work their way up the management hierarchy over time. has been the rule in big Japanese companies beginning with the first economic successes in the 1920s This is not the case in most foreign-owned companies in Japan, and some native companies have also abandoned this system in recent years in favour of encouraging more lateral movement in management.

Other legal issues

Taxation

Kabushiki kaisha are subject to double taxation of profits and dividends, as are corporations in most countries. Double taxation is the imposition of two or more Taxes on the same income (in the case of income taxes) Asset (in the case of capital taxes) In contrast to many other countries, however, Japan also levies double taxes on close corporations (yugen kaisha and godo kaisha). A yūgen kaisha or yūgen gaisha (Jp 有限会社 lit "limited company" abbreviated in English as Y A gōdō kaisha (合同会社 abbreviated GK, is a type of Business organization in Japan modeled after the American Limited liability company This makes taxation a minor issue when deciding how to structure a business in Japan. As all publicly traded companies follow the K. K. structure, smaller businesses often choose to incorporate as a K. K. simply to appear more prestigious.

In addition to income taxes, K. K. s must also pay registration taxes to the national government, and may be subject to local taxes.

Derivative litigation

Generally, the power to bring actions against the directors on the corporation's behalf is granted to the statutory auditor.

Historically, derivative suits by shareholders were rare in Japan. A shareholder derivative suit is a lawsuit instigated by a Shareholder of a corporation not on the shareholder's own behalf but on behalf of the Corporation. Shareholders have been permitted to sue on the corporation's behalf since the postwar Americanization of the Commercial Code; however, this power was severely limited by the nature of court costs in Japan. Because the cost to file a civil action is proportional to the amount of damages being claimed, shareholders rarely had motivation to sue on the company's behalf.

In 1993, the Commercial Code was amended to reduce the filing fee for all shareholder derivative suits to ¥8,200 per claim. Year 1993 ( MCMXCIII) was a Common year starting on Friday (link will display full 1993 Gregorian calendar) This led to a rise in the number of derivative suits heard by Japanese courts, from 31 pending cases in 1992 to 286 in 1999, and to a number of very high-profile shareholder actions, such as those against Daiwa Bank and Nomura Securities^[8]

See also

• Yugen kaisha
• Godo kaisha
• Gomei kaisha
• Goshi kaisha

Footnotes