Kabusshiki Kaisha = KK (type of business entity) 

■Outline and establishment

Kabushiki Kaisha (=KK) is the most common and polular corporate form in Japan than other corporate forms. KK is a limited stock corporation, meaning its shareholders are protected from liability claims made by third parties (up to their capital contribution). The minimum capital requirement is JPY 1.

KK must be registered in Japan. KK requires at least one individual as a director and one individual or corporate as a  shareholder. They are not required to be JP resident.There is no company secretary system in Japan. Also no need of address certification for company head office.

It typically takes about four weeks to set up KK.

es Act in Japan outlines the requirements for establishing a KK, which has created a number of categories of KK, based on whether it is large or small, open or closed, listed or non-listed. The corporate governance and management structure for KKs will vary depending on whether or not the KK is open or closed, and large or small.

All KKs need at least one director. In cases where three or more directors are appointed, a board of directors and a statutory auditor need to be appointed.

■Corporate Govenance

Shareholder nominate at least one director. The direcotor become Representative of director if KK has one director. If KK has two or more directors, the directors (or shareholder) must assign one Representative of directors.  In cases where three or more directors are appointed, a board of directors and a statutory auditor need to be appointed.

Compare to the branch manager of the Branch Office, Representative of director of KK has extremely strong power for company’s business activity. Since the Representaive of director is representing KK, the business contract is made under the name of Representative director. Non-Representative directors can not represent KK in this meaning. 

Representative director has strong power for corporate business activity compare to the branch manager of the Branch office. KK is better if you want to delegate Japan business  

■Taxation

(General)

KK is subject to corporate tax in Japan. Taxation is as almost same as Branch and GK.

(PE issue)

In principle, KK is not PE (=Permanent Establishment) of shareholder company. If the shareholder company already sales to the customers in Japan, KK is the best form to avoid PE taxation.