• 2022.11.17
  • M&A

A case in which we assisted an Italian company in organizing a shareholders’ meeting and a board of directors’ meeting of its subsidiary

Outline of the case

An Italian company established a Japanese subsidiary to conduct business in Japan. The Italian company could indirectly control the Japanese subsidiary by appointing a person recommended by the parent company to represent the Japanese company at the general shareholders’ meeting. However, no policy had been decided on how to perform general administrative tasks such as holding shareholders’ meetings and other procedures under the Corporate Law, calculating wages, preparing accounting books, and notifying the social insurance office. If the Japanese subsidiary is somewhat large, these tasks can be performed in-house, but it is economically difficult to hire a person to handle general affairs for a company with a few employees. Therefore, the Italian parent company asked us if we could undertake these backup operations (secretarial services) on a comprehensive basis. The parent company also wishes to check the Japanese subsidiary from a financial perspective at all times, including checking the accounting books.

Services offered by Kuribayashi Sogo Law Office

At the request of an Italian company, Kuribayashi Sogo Law Office has assisted the Japanese subsidiary in holding its annual shareholders’ meeting and board of directors’ meeting. The Italian company has entered into an advisory agreement with us, under which we advise the Japanese subsidiary on the day-to-day management of its business from a legal perspective. In addition, from the perspective of Japanese corporate law, we are also requested to support the holding of the annual shareholders’ meeting required every year, as well as the preparation and filing of documents related to registration. The preparation of accounting books, accounting processing, salary payments, and social insurance notifications are all handled by an accounting firm with which we have a cooperative relationship. The Japanese subsidiary of an Italian company closes its books at the end of December, which means that a general shareholders’ meeting is held in March each year. Our firm prepares the minutes of the board of directors’ meeting and the shareholders’ meeting based on the financial information sent by the accounting firm, and asks the relevant parties to sign the minutes. For your information, the minutes of the general shareholders’ meeting and the minutes of the board of directors will be prepared in both Japanese and English. In addition, in this company, the term of office of directors is set at two years, and the term of office of auditors is set at four years. Therefore, we will confirm the term of office of each director based on the commercial register and the articles of incorporation of the company, and inquire whether the directors whose terms have expired are up for re-election. Even if the directors are to be reappointed, a resolution for their reappointment must be passed and the registration must be applied for. We will apply for registration for the re-election and reappointment of directors. In addition, there is a need for overseas companies to remit profits earned by their Japanese subsidiaries to their home country. In this case, the company will pass a resolution to distribute dividends within the range of distributable profits as stipulated by the Companies Act and remit the dividends. In holding these shareholders’ meetings and board of directors’ meetings, frequent e-mail correspondence with overseas shareholders is required. Kuribayashi Sogo Law Office communicates Japanese laws, regulations, and resolutions in English to ensure frequent communication.

Support for Foreign Companies by Kuribayashi Sogo Law Office

Kuribayashi Sogo Law Office provides secretarial services for Japanese subsidiaries at the request of foreign corporations. Our secretarial services include representing Japanese subsidiaries of foreign corporations in procedures such as holding shareholders’ meetings and board of directors meetings, preparation of minutes of shareholders’ meetings and board of directors meetings, application for registration with the Legal Affairs Bureau, procedures for disclosure of financial information including public notice of financial results, and remittance of dividends. Our secretarial services also include procedures for the dismissal of directors or the appointment of new directors in case of emergency, procedures for capital increase or capital reduction, procedures for changing the company’s address or purpose. Minutes of general shareholders’ meetings and board of directors’ meetings are prepared in both English and Japanese, making it possible for foreign nationals who cannot read Japanese to sign the various minutes without any psychological burden. In addition, when holding a general shareholders meeting or a board of directors meeting, our lawyers will consult directly with foreign investors to determine the content of the agenda, making it possible to prepare for the meeting without the knowledge of Japanese executives and employees. By hiring our firm, foreign corporations can carry out the various procedures required by the Companies Act and the Financial Instruments and Exchange Act. In addition, the company’s funds can be monitored by our firm at all times to avoid the risk of embezzlement or breach of trust by employees residing in Japan. In addition, we will handle all procedures required by Japanese law, such as shareholders’ meetings, on your behalf, which will greatly reduce the burden of management and supervision of your Japanese corporation. Our partner firm will also perform accounting and payroll calculations on your behalf, making it possible to receive one-stop service.

Fees (excluding consumption tax)

Secretarial Service for Subsidiaries

Our monthly fee for secretarial services for subsidiaries ranges from 50,000 yen to 100,000 yen (fixed fee depending on the size of the subsidiary). It is possible to obtain these services at a much lower cost than hiring new employees. We would appreciate if you consider using Kuribayashi Sogo Law Office’s Secretarial Service to save on costs related to the operation and management of your Japanese subsidiary.

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