What form of business expansion in Japan is recommended for those companies who do not want to publish information regarding their foreign corporation?
★ 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)
Clause 1 and 2, Article 125, Companies Act (Keeping and Making Available for Inspection of Stockholder Register)
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.