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Q_iconWhat form of business expansion in Japan is recommended for those companies who do not want to publish information regarding their foreign corporation?
A_iconInformation on the foreign parent company is not required for a Japanese subsidiary company.
★ Explanation ★

1. Information on Stockholders of Subsidiary Company

In the case of a subsidiary company in Japan, even if 100% of the investment into the subsidiary comes from a foreign company, it is not required to publish information on the parent company. In the case of a join-stock corporation, while “investing into a company” does mean “becoming a stockholder of that company”, there are no current laws in-effect that require information on stockholders to be disclosed to the public. Furthermore, information on stockholders is not a registered matter

2. Scope of disclosure of Stockholder Register

Information on stockholders for a subsidiary company in Japan is recorded in the stockholder register. A subsidiary company is required to prepare and safekeep the stockholder register according to the Companies Act. Access to the stockholder register is limited to the stockholders themselves and creditors (Article 121 and Article 125 of the Companies Act). As such, the document is not generally available to the public.

Article 121, Companies Act (Stockholder Registers)

A Stock Company must prepare a stockholder register and enter or record the following information (hereinafter referred to as “Information Required to Be Entered in the Shareholder Register”).

Clause 1 and 2, Article 125, Companies Act (Keeping and Making Available for Inspection of Stockholder Register)

1. A Joint-stock Company must keep the stockholder register at its head office (or, if it has a stockholder register administrator, at its business office).

2. Stockholders and creditors may make the following requests at any time during the business hours of the Joint-stock Company. In such cases, the reasons for such requests must be disclosed:

a. if the stockholder register is prepared in writing, a request for the inspection or copying of such document;

b. if the stockholder register has been prepared as an electronic or magnetic record, a request to inspect or copy anything that is used in a manner prescribed by Ordinance of the Ministry of Justice to display the information recorded in that electronic or magnetic record.

3. Disclosure of Information on the Foreign Company for Japan Branch Offices

The Japan branch office, as it is a part of the foreign company and rights and obligations are held by the foreign company, it is required to publish “important matters” regarding the foreign company. It is also included in its business registration certificate. These “important matters” include the information such as foreign company’s trade name, head office location, capital amount and its executives.