The term is often translated as "stock company", " joint-stock company " or "stock corporation". In English, kabushiki kaisha is usually used, but the original Japanese pronunciation is kabushiki gaisha because of rendaku.
The first kabushiki Kabushiki Kaisha Company was the First National Bank of Kwishaincorporated in Rules regarding kabushiki gaisha were set out in the Commercial Code of Japan. During the Allied Occupation of Japan following World War IIthe occupation authorities introduced revisions to the Commercial Code based on the Illinois Business Corporation Act ofgiving kabushiki gaisha many traits of American corporations.
Over time, Japanese and U. For instance, a K. Under the old Commercial Code, a K. The incorporation of a K. Although seven incorporators were required as recently as the s, a K. If there are multiple incorporators, they must sign a partnership agreement before incorporating the company.
The purpose statement requires some specialized knowledge, as Japan follows an ultra vires doctrine and does not allow a K. Judicial or administrative scriveners are often hired to draft the purposes of a new company. Other matters may also be included, such as limits on the number of directors and auditors.
The Corporation Code allows a K. The articles must be sealed by the incorporator s and notarized Bulldog Trash Company a notary publicthen filed with the Legal Affairs Bureau in the jurisdiction where the company will have its head office.
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 its Kaishs 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 eachand 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 submit an application to the incorporator, and then make payment for his or her shares by a date specified by the incorporator s. Capital must be received in a commercial bank account designated by the incorporator sand the bank must provide certification that payment has been made.
Once the capital has been received and certified, the incorporation may be registered at the Legal Affairs Bureau. Under present law, a K. Directors have a statutory term of office of two years, and auditors have a term of four years.
In such companies, decisions are made via shareholder meeting and the decision-making power of the directors is relatively limited. As soon as a third director is designated such companies must form a board. 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 Comlany every three months.
Kabusgikithe requirement that Holyoke Hummus Company least one director and one Representative Director must be a resident of Japan was changed. It is not required to have a Clmpany Representative Director although it can be convenient to do so.
Directors are mandatories agents of the shareholders, and the Representative Director is a mandatory of the board. Any action outside of these mandates is considered a breach of mandatory duty. Every K. Statutory auditors report to the shareholders, and are empowered to demand Companyy and operational reports from the directors. Public K. Under the new Company Law, public and other Vr Company Names K.
Close K. 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. Japanese law does not designate any corporate officer positions. 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.
Corporate officers often have the legal title of shihaininwhich makes them authorized representatives of the corporation at a particular place of business, in addition to a common-use title. This makes taxation a minor issue when deciding how to structure a Kabushiki Kaisha Company in Japan. As all publicly traded companies follow the K. In addition to income taxes, K.
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. 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. This led to a rise in the number of derivative suits heard by Japanese courts, from 31 Kabushki cases in to inand to a number of very Compaany shareholder actions, Kaisba as those against Daiwa Bank and Nomura Securities . From Wikipedia, the free encyclopedia. Please help improve this article by adding citations to reliable sources.
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Naamloze vennootschap N. Business judgment rule Corporate governance De facto and estoppel corporations Internal affairs doctrine Limited liability Piercing the corporate veil Rochdale Principles Ultra vires. Related areas. Civil procedure Contract Corporate registers.
Japan portal Companies portal. Japan Company Laws and Regulations Handbook. Int'l Business Publications. Waseda University Institute of Comparative Law. Retrieved Japan External Trade Organization. Archived from the original on IijimaHanrei Jiho 27 Tokyo Dist. Categories : Types of business entity Japanese business law Japanese business Kaiisha. Hidden categories: Articles containing Japanese-language text Webarchive template wayback links Articles needing additional references from January All articles needing additional references Kaabushiki articles with unsourced statements Articles with unsourced statements from January Articles with unsourced statements from November All articles with specifically marked weasel-worded phrases Articles with specifically marked weasel-worded phrases from January Namespaces Article Talk.
Doctrines Business judgment rule Corporate governance De facto and estoppel corporations Internal affairs doctrine Limited liability Piercing the corporate veil Rochdale Principles Ultra vires. Related areas Civil procedure Contract Corporate registers. Company portal Law portal.
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