Yugen Gaisha (Y.K.)
To be a Y.K., an organization must meet strict requirements provided in
the yugen gaisha-ho (law governing limited libility corporation).
Art.5
Articles of incorporation is required to incorporate a Y.K.
Art.6
Articles of incorporation must include the following:
1) The objective of the corporation;
2) trade name;
3) total amount of capital;
4) value of each share;
5) name and address of each partner;
6) number of shares taken by each partner;
7) place of the principal office.
(Please see sample)
Art.7
The following must be included in the Articles of Incorporation (registered):
Art.8
The number of partners are limited to 50, unless approved by the court.
Art.9
Capital must not be less than 800,000 yens.
Art.10
Each share must be of equal value and must not be less than 1,000 yens.
Art.11
If directors are not specified in the Articles of Incorporation, a partner
general meeting must be held prior to incorporation to elect the directors.
Art.12
Directors must make sure that the partners pay the entire amount or transfer
the entire property (for contributions in kind).
Art.13
Registering the Y.K. must be made within two weeks of payment or transfer
of property.
(2) For registration in accordance with the previous paragraph, the following
must be included:
1) particulars in Article 6 items 1 through 4;
2) locations of principal and branch offices;
3) duration of the companyıs existence or the cicumstances in which the
company will terminate its existence, if applicable;
4) names and addresses of the directors;
5) representative of the company;
6) statement that multiple directors can represent the company, if that
is the case;
7) inspectorıs name, if applicable.
Art.14
When the value of the property used in contribution in kind is substantially
lower than the value specified in the Articles of Incorporation, partners
at the time of incorporation shall be jointly and severally liable to indemnify
the company for the deficiency.
Art.15
Partners at the time of incorporation shall be jointly and severally liable
to indemnify the company for any non-payment or non-transfer of property.
Art.16
Partnersı liability according to Articles 14 and 15 cannot be waived.
(2) Directorsı liability according to Art.15 can be waived with the consent
of all partners.