JAPAN Law and Practice Contributed by: Junichi Ueda, Etsuko Hara, Nobuto Shirane, Takahiro Hayase, Yutaka Shimoo and Miki Goto, Anderson Mori & Tomotsune
• the general partnership company ( gomei kaisha ); • the limited partnership company ( goshi kai- sha ); and • the limited liability company ( godo kaisha ). The general partnership company and the lim - ited partnership company are less commonly used. The most common membership company is the limited liability company. In the case of a limited liability company, the lia - bility of the members of the company is limited in the same way as a stock company. The main difference between a limited liability company and a stock company is that, in the case of a limited liability company, only members of the company can hold positions of management – whereas the management of a stock company is not exclusive to members of the company. 3.2 Incorporation Process The main steps involved in the incorporation of a stock company are: • preparation of the articles of incorporation and the certification of the articles by a notary public; • determination of the share issuance, share subscription and shareholders at the point of incorporation; • determination of the appointment of key organs such as the directors; and • registration of the stock company for incorpo - ration with the relevant authorities. There are two ways in which share subscription can be done when incorporating a stock compa - ny. The party or parties incorporating the stock company may subscribe to all the shares at the time of incorporation, or they may only partial - ly subscribe to the shares, with the remainder
of the shares being subscribed to by external investors. Share subscription that involves exter - nal investors typically involves more stringent procedures, in order to provide some degree of protection for the external investors. 3.3 Ongoing Reporting and Disclosure Obligations A stock company must provide, for the inspec - tion of shareholders, the annual financial state - ments of the stock company at its head office and branch offices at least two weeks before its annual shareholders’ meeting. In addition, changes of management and amendments to certain items in articles of incorporation must be registered with the relevant authorities. A listed stock company has more stringent dis - closure obligations, namely: • financial statements must be disclosed on a semi-annual basis; and • material corporate information such as a change of the representative director and the declaration of dividends must also be dis - closed from time to time. 3.4 Management Structures Although it is possible for a stock company without a board of directors to make decisions concerning the organisation, operations and management via director(s) or the shareholders’ meetings, many stock companies have a board of directors that is in charge of making the day- to-day decisions of the company. Depending on the stock company, it may also have other responsibilities, such as appointing: • company auditor(s); • a board of company auditors; • accounting auditor(s); • accounting adviser(s); and
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