Joint venture is such a way through which a foreign company can be able to run their business with a local company in Japanese market. Four kinds of corporate forms are available in Japan such as Kabushiki Kaisha which is mainly used for joint stock company, Godo Kaisha which is used for Limited Liability Company. Besides, Gomei Kaisha and Goshi Kaisha are rarely used for unlimited partnership.
Company laws and regulations have been reformed in 2005 in Japan which enables foreign companies to enter more easily in Japanese market requiring lower capital initially and introducing a company with one person. So, now investors can choose any of Kabushiki Kaisha or Godo Kaisha with capital 1 yen initially. Through partnership agreement, investors can be able to establish a contractual joint venture. There are some civil codes which must be followed by both parties in the partnership agreement like delegated persons/directors manage the business more effectively and dividends should be divided across all the shareholders. Along with the duration of partnership should be mentioned in the partnership agreement.
The management of the specific business has to be elected or determined from the majority of partners which should be followed according to the Limited Partnership Act (Act No: 90 of 1998) for investment. In this act, it is clearly mentioned that limited and general partners both will exist in the partnership. To form companies, the investors (outsiders) make an agreement with business operator to invest money initially get the dividends after a certain period of time. Corporate joint ventures have been mentioned including KK and GK.
Directors manage Kabushiki Kaisha where Godo Kaisha is managed by the members of itself. Shareholders of both KK and GK have the ability to conclude the agreement of joint venture. To incorporate with Kabushiki Kaisha, investors should follow the “Act of Companies” (Act No: 86 of 2006). All the documents and “Articles of Incorporation” should be notarized. So, in the joint venture, it should be mentioned that how much properties a company will purchase after incorporation. The company has to bear all the necessary costs of incorporation.
The Corporate Accounting Rules have made it clear that the amount of currency paid by the foreign investor must be converted to Japanese Yen mentioning it in the written document. In some cases, government own shares of stock companies which is approved by the parliament. Government can own 25% or more than the share of joint venture.
Shareholder’s agreement gives both parties (investors and partners) the opportunity of free regulation of a joint venture including nominate directors. Shareholders can do veto in some specific issues and decide the necessary steps in the time of dead- lock. Sometimes a question arises that who will not be able to become a statutory auditor. It could be such a person in adult ward, under working as curator and mostly have been alleged to violate the provisions of company’s act.
During incorporation, the following steps should be maintained such as only registers are allowed to contribute in the form of property, the full name of them have to mentioned in the statement known as the “Article of Incorporation”. The directors will be appointed to complete the count of competent jurisdiction. After that court will appoint an inspector for necessary investigation. Inspector will submit all the necessary documents of investigation and finally company registration will get the confirmation from Legal Affairs Bureau.
Generally, a board meeting of directors is held after incorporation. Foreign investors appoint the new nominated directors and additional statutory auditor. Each new director and statutory auditor has to sign in the written documents officially in the board meeting. The core agenda of this meeting is to find the ways of getting approval of the transfer system. It is required to make a “Corporate Registration Application” after the confirmation of incorporation. Some necessary documents have to be attached with the application such as the time and date of appointing the representative director and statutory auditor. Depository bank payment certificate has to be attached with the application.
Under Japanese law, it is not mandatory to share certificates. All the certificates must be registered from the joint venture company. The joint venture company has to submit a report which is related to the international agreement process for foreign investors within 30 days of incorporation. Directors have to take a concern on labor and employee welfare laws. Company has to make a report on labor standards of the company, security and insurance system, welfare pension methods for the labors.
In Japan, teamwork is really appreciated which can make a positive reflection on the joint venture companies. It can be a remarkable opportunity to increase of growth with the local companies. The rules and regulation has already permitted the foreign companies to accumulate their knowledge, resources and share it with the local firms. Most importantly, the joint venture gives the opportunity the locals to minimize the risk in the Japanese market.
