Teikan – Articles of Incorporation

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The next step was to create the Articles of Incorporation (定款 – teikan).

Although the documents could have been created by ourselves (filling out a template file), we chose to use an Administrative Procedure Specialist (行政書士 – gyousei-shoshi) service that we found online (search for keywords ‘会社設立 代行’. The service helped create all the required documentations by having us fill out an online form, and they also sent detailed procedural steps on how, when and where to submit the documents. The service cost us about 10,000 JPY. We chose the service for several reasons:

  • Expert advice, as well as reducing mistakes if we created the documents ourselves
  • Electronic submissions of the Articles of Incorporation would save us about 40,000 JPY, however we would need to purchase an NFC card reader (like the Felica card readers) for about 3,000 JPY. This is required in order to read a Basic Resident Registration card (住民基本台帳カード – jumin-kihon-daicho-ka-do, or shortened to 住基カード – juki-ka-do), that is held by a Japanese National.

As we would have to purchase the card reader anyway, adding the extra ~7000 JPY for expert advice and guidance seemed attractive.

 Articles of Incorporation – teikan

The Articles of Incorporation contains the following information:

  • Company name  (商号 – shougou)
  • Business objective (事業目的 – jigyou-mokuteki)
  • Company address
  • Amount of Capital or Paid-In Capital
  • Start of the Tax Year
  • Issue price of shares, existence of provisions restrictive transfer of shares
  • Details of board of directors and representative directors
  • Names of equity participants, and their values of investments

Business objective – 事業目的 – jigyou-mokuteki

This is usually a list of business objectives and purposes, basically official statements on what does your company does (internet service, import export, food catering etc.). Some companies keep their objectives short and vague, listing about 2-3 main objectives. And there are companies that have a very extensive list of operations, including areas of business that they may consider venturing into in the future. From what I know, businesses CAN operate in areas not listed in their business objective, however the level of trust is reduced if regular business transactions are made on non-core business operations (ie. Restaurant business also working on web design, which is not stated in the business objectives of the Teikan. Possible clients might question what the company’s focus is). Also note that a cost is incurred if the business objectives are to be changed.
We kept our business objectives short and sweet.
For a list of sample business objectives, search for keywords ‘会社 定款 事業目的’.

Amount of paid-in capital

There is no right or wrong amount, but we were recommended between 3 million JPY to 10 million JPY. 3 million JPY was the magic number that was needed to create a Yugengaisha – LLC (Limited Liability Company) in the old days.

For professional advice, please consult a Licensed Tax Accountant (税理士 – zeirishi) :)

That’s all for today.