FIRST STAGE: JAPAN BASICS
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no.1
Setting up a Japan Base
- ・Free explanation on pros and cons regarding rep office, branch and local subsidiary (GK/KK) based on Japan Corporate Act (“JCA”)
- ・Legal support on setting up any type of the above from documentation of Articles of Incorporation through filing for registration to the Legal Affairs Bureau
- ・Advice on opening a bank account at Japanese banks
- ・Advice on legal obligation of registration as a “foreign corporation” at the Legal Affairs Bureau even in cases where clients do NOT have a Japan base
- ・In cases where tax and/or accounting service is required, we will provide referrals to specialized professionals and collaborate with them.
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no.2
FETA Issue
- ・Explanation of the latest FETA regulation
- ・List of compliance items required regarding the deal in question
- ・Documentation and submission of documents to the relevant governmental agency
- ・Visits to and communication with the relevant governmental agency (i.e. provision of explanation and answers to their questions)
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no.3
JCA Fundamentals
- ・Explanation of basic legal requirements according to the JCA (such as holding shareholder meetings, board of directors’ meetings, making public notifications, etc.) related to the established Japan base.
- ・Legal support on implementation of said required procedures
- ・Documentation and submission of documents to the relevant governmental agency
- ・Filing application for registration related to the above procedures (where required).
International reorganization・Overseas organizational restructuring
The impact of the weak yen, among others, has motivated many foreign companies accelerate their entry into the Japanese market. However, due to the language barrier that Japanese governmental agencies do not accept material documents in any language other than Japanese, foreign companies often sense such barrier high when trying to implement their plans in real. In addition, we often find foreign clients come to us with inconsistent information or knowledge of the Japanese law that we assume they collected from multiple sources and combined it together.
As a very basic example, foreign companies that make investment into Japan such as by establishing a Japan local subsidiary, are required to submit notifications or reports, as the case may be, to the Minister of Finance and the Minister of the competent Governmental Agency over the target business (usually, it will be the Minister of Economy, Trade, and Industry), according to the Foreign Exchange and Foreign Trade Act (“FETA”). In recent years, there have been frequent amendments to the FETA, resulting in many cases where prior notification shall be strictly required, yet many foreign clients are not appropriately alerted. Clients come to us for advice on reorganization projects including their Japanese subsidiary, however when we contacted the governmental agency for notification on that deal, the agency frequently comes back to us with double of questions as to why clients have not filed their prior deals -which of course are the deals before we are retained by clients.
One additional tip on the FETA issue. Intra-group reorganization projects that include Japanese subsidiaries can also be the target of the FETA, in which case, clients shall set the effective date after the completion of FETA procedures which is also something often out of client’s mind.
OKA FORTUNA LAW provides legal services that are very basic and thus fundamental for clients that seek to make business in Japan. Our services will be provided in both English and Japan. Stated below are just a list of typical services we provide, so please feel free to contact us for further details.