201911.08
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Q_iconA US corporation will establish a branch office in Japan with its business purpose indicating that the company will engage in “any and all lawful business”. Can this purpose be registered in Japan as is?

A_dark_iconYes, it can.

★ Explanation ★

Since the purpose of the company is a registered item, it is included in the Certified Copy of Register for all stock companies. (Companies Act, Article 911-3).

Companies Act

(Registration of Incorporation of a Stock Company)

Article 911 (Omission)

(3) The following matters must be registered upon the registration set forth in paragraph

(1):

(i) the purpose;

(Omitted below)

Source: Japanese Law Translation Database System
http://www.japaneselawtranslation.go.jp/law/detail/?id=3207&vm=04&re=2&new=1

general-business-purposeIn registering the purpose of foreign companies in Japan, the business purpose of the foreign company in their home country can be listed as it is on the registration certificate.

There are US companies that have business purposes along the lines of “All and any lawful business under the laws of the state of 〇〇”. From the conclusion, even if the business contents are not specifically described, such as that of “any and all lawful business”, it is possible to register such purpose when registering as a foreign company in Japan.

However, one cannot ensure the safety of transactions in Japan just by looking at the Registration Certificate to know what the company is doing when you see “All Legitimate Business” as the company’s listed purpose.

For this reason, there is the idea of registering the business’s purpose by taking into account what the foreign company is actually doing and what kind of businesses it plans to do in the future.