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【Company Secretary】Incorporation by a Foreign Company

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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. 
                 (He has been studying English with Podcasts.)
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.

George, please listen! Emma has been saying, “There is no bank-account! There is no bank-account!” What’s wrong with her? Is she out of money? I wonder if she can survive until the next payday!?

I can hear you, Ken! I’m just talking about the establishment of KK (Kabushiki-Kaisha), the company we created the articles of incorporation the other day. KK needs performance of contributions after notarization of the articles of incorporation. If you have forgotten about it, please click the February 2023 article.
George, in this KK’s case, an incorporator is a US corporation and directors at the time of establishment are all US citizens, living in the US. How is the performance of contributions conducted?

In the case of incorporation without outside offering, an incorporator must, without delay after subscription for Shares Issued at Incorporation, pay in the entire sum of moneies relating to the incorporator’s contribution. (Article 34, paragraph (1) of the Companies Act.) The payment of money must be paid at the bank, etc. in Japan. A personal bank account such as the incorporator’s bank account in Japan is usually used to receive the initial deposit. However, in case both the incorporator and directors do not have a bank account in Japan, a third person’s bank account can be used instead.

In this article, we mentioned “Incorporation by a Foreign Company.” 
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)”