Ｑ. Procedures to establish a subsidiary by limited company =register and report
Ａ. Generally two types of company are established, Kabushiki Gaisha and Godo Gaisha.
In case of Kabushiki Gaisha it has features like below
- It needs complicated procedures compared to representative office and branch office（making articles of incorporation and form member of the board of directors as independent corporation.）
- Compared to Godo Gaisha’s procedures are complicated (its condition is strict to set directors and collect stock investors)
There are two types to collect investors
|Proposer||All stocks issued when the company establishing are undertaken by the proposer||Procedures are comparably easy and generally it is used for individual.|
|Collect||Any part of stocks issued when the company establishing are undertaken by the proposer and the other are taken by investors collected||Used for establish large company to gather many investors|
In case of proposer
Make the articles of incorporation
Fundamental issues below have to be decided
Trade name, address of head office, purpose of business, fiscal year, amount of capital, amount of issued stocks, address of company, director and representative, general stock holders meeting and any other formed agency except for director（*1）etc.
(*1) depend on types of company, the size or open or closed content might be different
Certify the articles of incorporation
Get the certification at the notary public agency with certification of registration of parent company, statement of oath, certification of seals of all proposers.
Payment for stocks issued at establishing
Proposers have to pay amount of stocks for certify capital to the account appointed.
Election of establishing directors and other members of board of directors
Elect directors issued in the articles of incorporation by majority of proposers
Apply for registration company and seal to legal office
- Register to legal office within two weeks after the finish of procedures or the day decided by proposers
- With letters of consent of proposers, certifications of seal , consent of directors assumption etc.
Procedures to start business
For open the company’s bank account, apply to the tax office and the labor standards office etc. after registration of company
In case of collect stock investors
Make the articles of incorporation and certified by legal agency
Same as type of proposer
Collect the stock investors in the beginning
Collect stock investors agreed by proposers
Apply the stocks collected and payment
Investors apply for stocks and after decided allotment proposers and investors pay for stocks.
General meeting for set up
Proposer collect members for general meeting for set up and elect directors for setup and member of the board of directors issued by articles of incorporation.
Apply to register company and seal to the legal office
- Same as type of proposer
- In addition type of proposer it needs documents「certification of application of acceptance for investors collection」「certification of storage of payment for stock investment」
Any other procedures
After registration of company open the bank account of company report to the tax office and labor standards office etc.
- It will need two months for procedures after making the articles of incorporation.
- It is better depend on specialists for procedures.