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【Company Secretary】Preparation of Articles of Incorporation for 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.

Ken, have you ever created articles of incorporation? A US company wants to establish a KK (Kabushiki-Kaisha, a stock company) in Japan. I would like you to create the company’s articles of incorporation this week. George, could you help Ken? Well, I’ve got to go!

Do you leave it all to me? (in a small voice) Well, it’ll be a good chance for me, so I’ll do it anyway. George, could you explain what articles of incorporation are? Who has to create it? Any particular rules?

All right. Let’s talk about the establishment of KK by incorporators.” 
At the beginning, incorporators create articles of incorporation by documents or electromagnetic records. There are three types of matters to be written in articles of incorporation as follows.
①  Absolute description matters
(1) Objectives
(2) Trade name
(3) Location of the head office
(4) Value of assets contributed at time of incorporation or the minimum amount
(5) Name and address of each incorporator 
(6) Total number of authorized shares
②  Relative description matters
(1) Abnormal incorporation matters
(2) Appointment of auditor(s) and establishment of board of directors, etc.
③  Optional description matters
(1) Time for convocation of annual general meeting of shareholders
(2) Chairman of annual general meeting of shareholders, etc.

In this article, we mentioned “Creating Articles of Incorporation.” 
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 / English)
The Ministry of Justice
“Procedures for Establishment of Stock Companies (establishment by initiative)”