With the development of trade globalization, many enterprises have set their sights overseas, hoping to add value to their company's interests by registering overseas companies. As the world's third largest economy, Japan has a large and mature consumer market, and is adjacent to the mainland, making it one of the preferred registration places for bosses to enter overseas markets.
However, after setting up a company in Japan, some companies may not want to operate anymore for various reasons. In Japan, even if a company does not carry out business activities, as long as it continues to exist as a company, the company will pay corporate resident tax at the per capita rate. In addition, a company must file a financial statement every year, even if it is not profitable.
Therefore, if the Japanese company does not operate or does not want it, it must be cancelled the Japanese company, and the following will be taken by Junlin Tianxia Xiaobian to understand, how to cancel a Japanese company, and what are the conditions and requirements?
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01. Three situations of deregistration of a Japanese company
02. Conditions to be met for the deregistration of a Japanese company
03. Deregistration process of Japanese company
04. Documents required for deregistration of Japanese companies
05. Consequences of non-cancellation of Japanese companies
1. Three situations for the cancellation of a Japanese company
1. Revocation
Revocation refers to a decision made by the industrial and commercial department or its higher-level administrative organ to revoke an administrative act at the request of an interested party or on the basis of its authority.
2. Logout
Deregistration of a Japanese company is a process in which a company is declared bankrupt, acquired by another company, the prescribed business period expires without renewal, or the company is dissolved internally, and the company needs to apply for cancellation with the registration authority to terminate the company's legal personality.
3. Revocation
A Japanese company violates the relevant laws and regulations of industrial and commercial administration and is deprived of its business qualification by compulsory means by the industrial and commercial department. Revocation is a kind of administrative punishment, which is mainly taken by the registration authority directly and on its own initiative.
2. The conditions to be met for the deregistration of a Japanese company
- If the company is ordered to suspend business for various reasons, it may apply for deregistration.
- The company is declared bankrupt in accordance with the law due to poor management and inability to maintain its livelihood.
- The company was merged, divided and dissolved due to the needs of development layout or operation and management problems.
- If you have a bank account, you need to cancel the bank account first, and then go to cancel the company.
- The expiration of the term of use of the company's registration, the expiration of the business period stipulated in the articles of association of the company, or other reasons for dissolution.
Notes:
There is a special case,. If you do not plan to open a company in the future, in fact, you can not go through the relevant cancellation procedures, Article 47 of the Japanese Company Law stipulates:
△ Relevant provisions of the Japanese Company Law
In addition, if the company does not file a tax return, the tax office will also stop the company's tax registration certificate. However, this is based on the premise that the company will no longer be eligible to become a legal person for three years, and it will not be normal until three years later.
3. The process of deregistration of Japanese companies
There are two stages in the deregistration stage of a Japanese company, the first is the dissolution procedure, and the second is the liquidation procedure. There are two main types of liquidation procedures, the first is ordinary liquidation. The second is special liquidation or bankruptcy liquidation. In general, the entire time period for the deregistration of a Japanese company is 3 to 6 months.
Here, we will take the general company deregistration through ordinary liquidation as an example to explain the process in detail.
Procedures for deregistration of Japanese companies – ordinary liquidation: 01. Special resolution of the general meeting of shareholders
The presence of shareholders with a majority of the voting rights and the affirmation of more than two-thirds of the voting rights of the shareholders present is called a special resolution. Generally, the liquidator is appointed at the same time as the resolution of the dissolution of the company is passed.
The liquidator refers to the liquidator after the dissolution of the company, and is generally elected as the liquidator by the representative director of the company.
02. Registration of the dissolution and liquidation of the company
Within two weeks from the date of dissolution of the company, the dissolution registration and liquidator appointment registration shall be carried out. The registration is applied to the Legal Affairs Bureau, and the registration license tax is payable.
In addition, in the registration of dissolution and liquidator nomination, it is also necessary to have the minutes of the general meeting of shareholders.
03. Declare dissolution to various organs
After the registration of the dissolution of the company is completed, it is necessary to file a dissolution report with various authorities as soon as possible. It is necessary to report the dissolution of the company to the tax bureau, municipal and village offices, social insurance offices, etc.
At this time, the report is called the "Change Report". The "Change Report" can be downloaded from the homepage of each administrative agency or can be obtained at the window of the relevant administrative agency.
△Change Report04.Preparation of property inventory and balance sheet
The liquidator investigates the company's property as soon as possible and prepares an inventory of assets and a balance sheet. The property catalogue and balance sheet shall be kept in the company after being approved by the general meeting of shareholders.
05. Creditor Protection Procedure
The company will contact creditors they know to tell them that they are dissolving. In addition to contacting them directly, a notice must be published in the Official Gazette and a period of more than two months must be set to receive the creditor's claim.
This procedure to protect the creditor's right to receive is known as a creditor protection procedure.
06. Submission of a declaration of dissolution determination
Within two months of the date of dissolution, the last tax return must be filed with the tax office between the beginning of the business year and the date of dissolution.
07. Determination and distribution of residual property
After the liquidator has prepared a catalogue of the company's property, it must also determine the company's claims and debts. If there are uncollected accounts receivable, etc., we will collect them, and pay the company's accounts payable and loans, etc.
After all debts have been paid, if there is any remaining property left, it will be distributed to the shareholders.
08. Submit a declaration for liquidation determination
After the remaining property is determined, the liquidation declaration shall be made to the tax office within 1 month, and if there is income during the liquidation period, the tax shall also be paid.
09. Approval of financial statements
After the distribution of the remaining property, the liquidator prepares a financial statement which is recognized at the general meeting. This approval is the end of the liquidation.
10. Registration of liquidation closure
Within two weeks after the financial statements are recognized, the liquidation must be registered at the Legal Affairs Bureau. The following information is required:
- Application for registration
- Minutes of the General Meeting of Shareholders
- Registration official fee 2,000 yen
11. Report to the tax bureau and other authorities for the completion of liquidation
Finally, it is necessary to report to the tax office, the municipal and village offices, and the prefectural tax office that the liquidation has been completed. This report requires a "Report of Change" and a Certificate of Registered Matters "Certificate of All Closed Matters".
After the submission of these report documents, the procedures for the dissolution of the company are fully completed.
4. Information required for deregistration of a Japanese company
- Certificate of account closure issued by the bank;
- Relevant tax payment certificates issued by tax authorities;
- Other relevant documents required by laws and administrative regulations;
- The original and photocopy of the Business License of Enterprise Legal Person;
- Relevant liquidation reports confirmed by the company's shareholders' meeting or relevant departments;
- The company needs an application for deregistration signed by the person in charge of the liquidation organization;
- The "Application for Deregistration of the Company" signed by the relevant legal representative of the company is required;
- According to the bankruptcy ruling of the court and the relevant documents ordered by the administrative authority to close down, "or the resolution or decision of the company in accordance with the Companies Act";
5. Consequences of non-deregistration of Japanese companies
If a Japanese company does not operate or maintain it, it will cause a lot of problems if it takes a long time. For example, if your credibility in Japan is reduced, you will not be able to enter and leave the country normally.
To sum up, if a Japanese company does not operate, it must be deregistered. The procedure for deregistering a Japanese company seems complicated but it is not difficult, but if you go to the relevant departments to apply alone, you may be confused, and professional matters still need to be handled by professional people, which can save trouble and avoid various potential risks. Junlin is also happy to provide professional services for entrepreneurs.