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💴 | What is the difference between a limited liability company and a joint-stock company in the settlement procedure?


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What is the difference between a limited liability company and a joint-stock company in the settlement procedure?

 
If you write the contents roughly
In the case of a joint-stock company, it is necessary to prepare ancillary statements and business reports regarding financial statements, and a cash flow statement if the requirements are met, but in the case of a limited liability company, these are not required.
 

Recently, there are increasing cases where a limited liability company is selected when establishing a company.Even if it is a limited liability company, stocks ... → Continue reading

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Financial documents

Financial documents(Keisanshorui) is in JapanCompany law-AccountingOne of the terms.CompanyA document created to calculate and confirm the profit of.

  • Regarding the Companies Act, only the number of articles is described below.

Overview

In Article 435 of the Companies Act, "financial documents" means

Point to.In addition, "financial documents, etc." that the company must prepare pursuant to the provisions of the same article

  • 5. Business report
  • 6. Financial statements
  • 7. Annexed statement of business report

(The contents of "financial documents, etc." differ depending on the text).

"Temporary financial statements" refer to 1. Balance sheet and 2. Income statement on the extraordinary settlement date (Article 441). "Calculation-related documents" refer to 1. opening balance sheet, 2. financial statements, 3. supplementary schedules, 4. extraordinary financial statements, and 5. consolidated financial statements (Article 2 of the Company Accounting Regulations). “Consolidated financial statements” refer to 1. consolidated balance sheet, 2. consolidated income statement, 3. consolidated statement of changes in shareholders' equity, and 4. consolidated notes (Article 61 of the Corporate Accounting Regulations).

Create and save

Ltd.Is obliged to be created and stored for 10 years (435 article). TreasurerPrepares financial statements in collaboration with directors (374 article).Usually created as a document,Electromagnetic recordingIt can also be created as (435 article3).

Financial statementsAlthough it is created for a legal purpose different from that of the above, the terms of both are unified in the company calculation rules that came into effect at the same time as the enforcement of the Companies Act.

Keeping and viewing financial statements, etc. (442 article).

As a general rule, it must be kept at the head office for five years from the day one week before the day of the ordinary general meeting of shareholders.

Approval procedure, etc.

A company with a board of directors must provide financial statements and business reports when notifying the convocation of an annual general meeting of shareholders (437 article).

General meeting of shareholdersIn principle, it should be approved by (438 article),Company with accounting auditorInCompany calculation rulesIf any of the items in Article 163 is satisfied,board of directors OfApprovalIs enough (439 article,436 article3).

The stock company keeps its balance sheet without delay after the conclusion of the ordinary general meeting of shareholders.Wei  CeMust(440 article).

Related item

A limited company

A limited company(Godogaisha) is one of the corporate forms in Japan.The United States of AmericaPermitted by state law of each stateLLC (Limited Liability Company) Was introduced as a model, soJapanese LLCAlso called[1].

CorporationFirst nameEnglishCan be used as "...... LLC" when notation,Articles of IncorporationIt can also be used when writing the English company name in. Other than LLCSeiyuAnd oldEMG marketinglike,GK.,GKSome corporations use.

Overview

All employees of the limited liability company[Annotation 1]It is,Ltd. OfShareholderAs well as of the companydebt Limited liability(See Article 576, Paragraph 4 of the Companies Act).This isPartnership companyAll employees andJoint stock companyThis is in contrast to the unlimited liability of employees who have unlimited liability for the company's debt (see paragraphs 2 and 3 of the same Article).

Investment and management with shareholdersDirectorFor joint-stock companies that are separated into different decision-making bodies depending on the matter, including limited liability companiesEquity companyInvestment and management are integrated.Therefore, the design of internal relations and decision-making procedures is simple, and since all employees of the limited liability company have limited liability, new establishment is no longer permitted.Limited companyInstead, it is often used for the incorporation of small businesses.It is also used to establish a Japanese corporation of a foreign company,SecuritizationIt is also used as a saucer for[2].

By the enforcement of the Companies ActMinimum capitalThe system was abolished, and the barriers to incorporating a business in the form of a joint-stock company were lowered, but corporationsregistrationThe limited liability company is advantageous for establishment costs such as costs (described later).

The name "Godo Kaisha" is related to the enactment of the Companies Act.Legal councilAccording to the minutes of the meeting, there is no particular positive meaning, and it was simply selected with the intention of aligning the word "go" with the conventional partnerships and limited partnerships.Employee(= Investor) Only one person can establish it.

  • Less than,Company lawOnly the number of articles is described.

History

2006(Heisei18) Enforced on May 5stCompany lawIn the newly established company form,National Tax Agency Of2014According to the (26) survey, there are about 39,400 companies.

Until May 2006, 4,Commercial lawThe old second volume ofLtd.-Partnership company-Joint stock companyWhen,Limited company lawWas stipulated byLimited companyThere were four types of company types, but newCompany lawIs a traditional corporation and limited liability company (Special limited company) Was integratedLtd.Includes limited partnerships, limited partnerships and newly established limited liability companiesEquity company, Organized into two types of companies.

In one year from the start of the system, about 1 limited partnership companies and about 1,600 partnership companies a year, about 100 companies were established, and the number of establishments increased year by year, and in 5,000 (Heisei 2014) About 26 companies have been established.About 19,800 corporations have been established.Sole proprietorship OfIncorporationNot limited to large companies,University・ Joint projects of various scales, including those in which research institutes participatesubsidiarybusiness·VentureBusiness etc. are carried out in the form of a limited liability company.

Abbreviation

The abbreviation of the limited liability company is "(same)",bankaccount"(Do)" is used for the katakana abbreviation.Financial institutionDepending on the system, there is no corporate abbreviation, and there are also corporate accounts registered as "Goudougaisha **".

Under the old Companies Act, the second letter "(name)" and "(capital)" was used because "(joint)" cannot distinguish between a limited partnership company and a limited partnership company. It is "(same)".

Features

The characteristics of a limited liability company compared to other types of companies are as follows.

Characteristics as an equity company

Mochibun kaisha is a type of company in which a small number of people who have mutual trust and can meet on a daily basis are planning to invest and jointly run a business, and have the following characteristics.Therefore, it is common to limited partnerships, limited partnerships, and limited liability companies.

  • Internal relationships of the company (between employees and between companies / employeesLegal) Discipline is, in principleArticles of IncorporationAutonomy is recognized and its design is free.Of a corporationDirector-Executive officerIn principle, all employees are responsible for executing the business of the company.590 articleItem 1).It is also possible to limit the employees who execute business (and the employees who represent the company among them) according to the provisions of the articles of incorporation.
  • Ltd.Is the company's highest decision-making body (General meeting of shareholders) Membership ()Shareholder) And represent the company by executing the business of the companyorgan(Director-CEOEtc.) are separated, but in principle they are not separatedOwnership and management matchThe human company that is doingEquity companyEmployee of (partnership company, limited partnership company, limited liability company)[3].
  • As a general rule, preparation of articles of incorporationChangeRequires the agreement of all employees (575 article,637 article).In other words, each employee has the right to veto these matters (in the case of a joint-stock company).Private companyButGeneral meeting of shareholders OfSpecial resolutionYou can change the articles of incorporation with).
  • The transfer of employee equity and the addition of new employees also require the consent of all other employees (585 article,604 article Paragraph 2) (The transfer of shares is free for private companies, and even if the shares are restricted, a resolution of the board of directors is sufficient).
  • Profit sharing,Voting rightsDistribution is also freely permitted separately from the investment ratio (institutional design is free at a privately held company, butShareholder equality principleThere is.Also different from the old limited company).

Unique characteristics of a limited liability company

The following points are different from general partnerships and limited partnerships.

  • All employeesLimited liability employeeAnd (576 article(Section 4), and employees have only indirect limited liability (Section XNUMX)580 articleSection 2.Co., Ltd., former limited company).
  • Each employee is obliged to invest, credit and labor investment is not allowed, and the establishmentregistrationFull payment is required by the time you do (578 article..Co., Ltd., former limited company).
    • As a general rule, those who want to become employeesArticles of IncorporationBy the time of registration of the establishment of a limited liability company, the entire amount of money related to the investment must be paid or all the non-monetary property related to the investment must be paid (Article 578).
  • Equity refunds cannot be claimed and refunds upon leaving the company are regulated (632 article..Co., Ltd., former limited company).
  • If all or part of the equity cannot be transferred and is acquired, it will be extinguished (587 article).
  • anyLiquidationIs not recognized (Article 668 paragraph 1..Unlike partnerships and limited partnerships, there are no unlimited liability employees, and creditor protection procedures are required).

Corporate taxation

Currently, Japan is not allowed to tax the income of investors rather than the income of corporations, which is one of the major reasons why many LLCs have been established in the United States.A similar system introduced at the same time,Legal personalityThere is no pass-through tax, but the Japanese versionLLPIt is assumedLimited liability partnershipThere is.To realize pass-through taxation at a limited liability companyAnonymous unionIn combination withGK-TK schemeIs used.

Under the US tax law, as with the former limited liability company, it is a legal entity subject to pass-through taxation, so Japanese corporations of US companies established after the abolition of the limited liability company law often select a limited liability company as the legal personality.There are also cases where the Japanese subsidiary of a US company that already exists as a joint-stock company and the acquired subsidiary / affiliated company are reorganized or newly merged into a limited liability company.

Employee

Type of employee

Representative employee
As a general rule, employees who execute business represent the company.However, it is also possible to appoint an employee who represents the company from among the employees who execute business by mutual election of employees based on the articles of incorporation or the provisions of the articles of incorporation.Corresponds to the representative director and shareholder of a joint-stock company.By stipulating in the articles of incorporation, from representative employees to corporate representatives (President,The president,DirectorEtc.) can be determined.
Business executive
As a general rule, employees of the affiliated company execute their business.However, it is also possible to limit the number of employees who execute business according to the provisions of the articles of incorporation.Co., Ltd. (Company without Board of Directors) Corresponds to a director and shareholder.
Employees (other than the above)
If the number of employees who execute business is limited by the provisions of the articles of incorporation, other employees will be listed in the articles of incorporation, but will not be listed in the register because they are not registered items.Equivalent to a shareholder in a joint-stock company.

A corporation can also be a representative employee.In this case, the legal entity must have a executor.This is different from business executives.

Joining and leaving the company

When a new employee joins, there are two types, one is investment and the other is transfer of equity.When an employee leaves the company, there are two types: voluntary leaving and legal leaving.

Utilization of electronic articles of incorporation

The first articles of incorporation created when establishing a company are the primitive articles of incorporation, but a limited liability company is required when establishing a joint-stock company, etc.NotaryThere is no need for authentication by, and the cost burden can be suppressed.Create the articles of incorporation with ordinary documentsLegal Affairs BureauWhen you submit toStamp tax lawIn the articles of incorporation byRevenue stampIt is necessary to attach 4 yen, but if you create it in the electronic articles of incorporation, the full amount will be exempted.

Electronic Articles of IncorporationElectronic signatureis necessary.Administrative scrivener,Judicial scrivener,LawyerIn many cases, the electronic signature of the articles of incorporation is used.At this time, preparation of articles of incorporation,Electronic signature, It is common to request the registration procedure all at once, but you can also create the articles of incorporation yourself and request only the electronic signature, and then perform the subsequent registration procedure yourself.Electronic signaturePrepaid CardleaderとElectronic certificateWithBasic Resident Register cardorPersonal number cardIf there is, the employee himself can do it, and he can do everything himself.

The electronic articles of incorporationPDFIn file format,floppy diskorISO9660Recorded at level 1CD-RSubmit at.

When applying for registration of establishment, in addition to the revenue stamp attached to the articles of incorporation itself (as mentioned above, only in the case of paper-based articles of incorporation),Registration license taxA revenue stamp of 6 yen is required, but applications under the Electronic Articles of Incorporation are not exempted.When applying for registration online2013Until March 25, (3), 31 yen was reduced according to Article 84-5 of the Special Taxation Measures Law.

Compared to a corporationCapitalSince the absolute amount of money is often low, the application rate of limited liability companies that utilize the electronic articles of incorporation is high.

Example of a limited liability company

Godo Kaisha in JapanDepartment of Foreign InvestmentMost of them are independent companies (wholly owned subsidiaries), which are local corporations, and there are many cases of reorganization from joint-stock companies.There is no need to consider listing on a stand-alone basis in terms of business model, running costs are cheaper than joint-stock companies, audits of Japanese corporations are not required if the home country corporation is audited, and there are many BtoC transactions. It is thought that the reason is that it is not necessary to stick to the creditworthiness of the "corporation" form.[4].

In addition,Anonymous unionCombined withGK-TK schemeIt is often used as an SPC.

footnote

注 釈

  1. ^ Say hereEmployeeMeans the investor of the company, and in everyday language "employee" (company employee,Employee) Is different from.

Source

  1. ^ First Law (January 2006, 1). “Legal knowledge that companies should know What are Japanese LLP and Japanese LLC?". ITmedia Enterprise. 2021/8/4Browse.
  2. ^ Nobuyuki Kawai 2021(IBooks, 371-372 / 375)
  3. ^ Nobuyuki Kawai 2021(IBooks, 370/375)
  4. ^ "The reason why all Japanese subsidiaries of "GAFA" are "Godo Kaisha"". Tax accountant dot com topics (September 2018, 9). 2021/8/4Browse.

References

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