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【Company Secretary】Procedures for Establishment of KK

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ARK Outsourcing KK provides one-stop service mainly to Japanese branches or subsidiaries of foreign-based companies.
In this article, we will introduce the basic information about making English company documents such as articles of incorporation or meeting minutes in a dialogue style. The contents of this article are based on discussions in our internal study group.

Ken (male):      Ken is 22 years old. He has been with ARK for a year.
Emma (female):  Emma is 34 years old. She is a mother of one child and a trainer at ARK.
George (male):   George is 46 years old. He has been working hard to become a paralegal.

About a prospective client we met the other day (refer to the previous article), I heard that they decided to establish KK (Kabushiki-Kaisha) in Japan. I wonder who really owns KK and how you establish it.

I can say that KK is owned by shareholders. As mentioned in Article 471-3 under Japan’s Companies Act, shareholders can dissolve a company at their discretions by the resolution at a shareholders’ meeting.
About the establishment of KK, you begin with making the company’s articles of incorporation.
Also, you have to prepare an affidavit, which is required for a foreign-based company.

That’s correct! Let’s go through the establishment of KK in this session.
1. Preparation of articles of incorporation 
(Incorporators must create articles of incorporation. They must sign or affix the seal.)
2. Certification of articles of incorporation by a notary
(The articles of incorporation have to be certified by a notary. You also need to prepare the “Statement of beneficial owner” and other documents.)
3. Performance of contribution
(Incorporators must pay in the entire amount of contribution about subscription of shares issued at incorporation.)
4. Management structure
KK has to organize the management structure for its decision making or the conduct of its business. KK needs to set a shareholders’ meeting and at least one director.
5. Application of registration
The application of registration should be made within two weeks from the later of the date of completing the investigation of directors at incorporation or the date the incorporator fixed. KK can start its business by completing the registration of its establishment.

In this article, we mentioned the summary of “Procedures for Establishment of KK.” 
Please note that this article only introduces general outlines and does not include professional advice. So please make sure not to make any decisions without taking professional advice individually. If you have any questions, please feel free to contact us.

(Reference / in English)
ARK Outsourcing KK
Doing Business in Japan Part 2 Procedures for Establishment of Companies
(Accessed on February 23, 2023)