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Consultation for International Business

International Business

We can offer assistance in the following matters:

  • Establishing a business entity in Japan
  • Withdrawal of business from Japan
  • Investing in a Japanese company
  • Purchase / Changing ownership of a Japanese company
  • Collection of arrears from a Japanese company
  • Hiring employees in Japan
  • Investment of real estate in Japan

Need Help With A Legal Problem?

We, Nagoya International Law Office, welcome cases for international business concerns and predicaments.

We can help with cases such as:

  • I plan to establish a company in Japan. What are the advantages, risks, and complications of establishing a company in Japan?
  • I would like to purchase a Japanese company. What are the restrictions for purchasing a company in Japan?
  • I ordered and paid for several used cars via a Japanese company, but the company has not transported or will not transport the cars to me. What can I do for this case?
  • Our company has a branch in Japan. Can we make “at will” employment contracts?
  • Can I get a “Business Manager” visa if I invest 5,000,000 yen to a Japanese company?
  • What are the conditions when we provide an “Intra-Company transferee” visa to an employee?
  • We plan to invest in real estates within Japan. What concerns should we be aware of?

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Establishing a company within Japan

Resolutions

To establish a company, establish an “Articles of Incorporation” document and register the company to a regional Legal Affairs Bureau.

Information

Company law in Japan addresses a number of companies, industries, and associations, therefore a company’s association can be arranged flexibly.

For example:

  • You can restrict the transfer of shareholders’ rights
  • You can issue many kinds of stocks such as without voting right or with veto etc.
  • You can choose if the company has board meetings, or if your company requires an auditor.
To register a company to a regional Legal Affairs Bureau, strongly recommend having consultations with experienced lawyers in order to appear professional and informed when establishing a company.

Our Service

For consultations to establish a company in Japan, first we hear your purpose to establish a company in relation to other shareholders, and how you would like to manage the company and so forth. Second, we propose an appropriate ‘Articles of Incorporation’ document based on the information given. We will register the ‘Articles of Incorporation’ document to a regional legal Affairs Bureau by consulting with our partner judicial scrivener.

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Frequent Q&A

Q.

Can I establish and manage a co. Ltd. alone?

A.

Yes, Company Law in Japan does not require multiple shareholders or multiple directors. You can be a sole shareholder and a sole director of your company.

Also, your company does not need an auditor. You can receive all advantages for a company, even in the case of owning a “Sole Company”

Q.

How can I remain in charge of the company?

A.

In the case you have more than 50% of the issued shares, you can decide most matters, including:

  • Election or dismissal of directors
  • Allocation of the directors’ fee
  • Paying dividends or not
However, you need two-thirds of the issued share when you would like to change the Articles of Incorporation, transfer material part of the business, or dissolve the company and so forth. In the case full control over company proceedings is desired, you should keep at least 67% of the issued shares, or you should hold the veto right as a shareholder.


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Collection of Arrears from Japanese companies

Resolutions

We, Nagoya International Law Office, can negotiate and collect arrears from Japanese companies as a representative for your company. In case you need litigation or indictment to collect arrears from a Japanese company, we also can take such actions as a representative for your company.

Information

When Japanese companies fail to perform their obligations, they often underestimate companies which are abroad. When contacted by Japanese lawyers representing a company located abroad, Japanese companies often pay arrears immediately. For other cases, Japanese companies are reluctant or find it difficult to pay their arrears. However, by utilizing Japanese lawyers, you do not need to feel national borders as a burden; you can file a court trial case against or indict the Japanese company by retaining Japanese lawyers as if you were a Japanese company.

Our Service

When we undertake cases in regard to collecting arrears from Japanese companies, we will contact the Japanese company and start negotiation to collect arrears. If negotiation is not successful, we do not hesitate to file a court trial or, in case of fraud, indict to the police. We, Nagoya International Law Office, are well experienced in representing foreign companies, and welcome cases of collecting arrears from Japanese companies. We can communicate with companies abroad in English via Skype or emails without hassle, so you do not need to hesitate in contacting us.

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Frequent Q&A

Q.

If we receive a judgment in favor for us, can we always enforce the judgment?

A.

If you know where the company’s assets are, we are able to seize the assets. However, in Japan we do not have contempt of court or a court order system to disclose company assets, so you should find company’s assets such as real estates, bank deposits, credit to third parties, movable properties in the factory of the creditor itself to enforce the judgment. We can help you find such assets.

Q.

If a Japanese company does not pay arrears, will the company be penalized in regard to fraud?

A.

In Japan, company’s intentions of non-payment at the time of making an agreement are necessary to penalize the company in regard to fraud. It is often difficult to prove by creditors.

Q.

Do you undertake the case via complete contingent fee style?

A.

Unfortunately, we cannot undertake a case by complete contingent fee style. However, we are flexible in adopting ‘time charge style’ or ‘initial fee and success fee style.’


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Hiring Employees in Japan

Resolution

We, Nagoya International Law Office, help to make appropriate employment contracts and draft appropriate rules of employment conforming to Japanese labor laws.

Information

Japanese labor laws are different from Western style laws. We do not have ‘at will’ employment, rather permanent employment is a fundamental principle. If you repeat a fixed-time employment several times, the employment contract may change to permanent employment.

Another major topic is overtime payments; overtime work limitation is very strict in Japan. Many employees claim overtime payments after resigning the company, and the majority of employers lose the case.

Our Service

When we, Nagoya International Law Office, are consulted about labor contracts, we will make an employment contract strictly conforming to Japanese labor laws – even though there may be slight disadvantages for the employer. We believe the employment contract must strictly conform to labor laws, not only to protect the employee, but also to help the employer in future.

When we draft ‘rules of employment’, we will include the employer’s needs as much as possible as well as conforming to labor laws. Unfortunately, you will have labor disputes, even if you have good rules of employment. We will help you to minimize any damage.

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Frequent Q&A

Q.

How long can our company keep fixed-time employment?

A.

The maximum period is 5 years from April 2018. If your fixed-time employee claims to change his/her employment contract to permanent, you cannot refuse it.

Q.

Should our company apply ‘Social Insurance’ for our employees?

A.

If you are a company (ltd. or co., Ltd. etc.) or if you employ 5 or more employees, you should apply Social Insurance. However, basic rule stipulate you do not need to apply Social Insurance for part-time employees as their working hours are less than 30 hours a week.

Q.

Should we pay volunteer overtime work?

A.

In Japan we do not have the notion of ‘volunteer overtime work’. All overtime work is payable. You should pay 1.25 times the salary for overtime, 1.35 times for legal holiday work, and 1.5 times for overtime and midnight work.


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Investment to Real estates in Japan

Resolutions

Investing in real estate within Japan is often for the purpose of leasing a house or apartment to others. When you lease the house or apartment, be careful of Japanese laws for lease contracts. The Japanese legal system for lease is in favor for leasees. We, Nagoya International Law Office, can recommend contracts to protect the owner of real estate.

Information

In Japan, the land and the house are independent properties, so sometimes the owner of the land and the owner of the house are different. Therefore, when you invest into real estate in Japan, you should be aware of complications.

In Japan, once the owner leases the house or apartment to a leasee, the owner cannot cancel or refuse to renew the lease contract without reasonable reason. The owner must choose ‘lease for years’ contract to protect the owner’s no-renewal right. However, the ‘lease for years’ contract has strict rules.

In Japan, to lease a house or an apartment, the owner often requires a joint surety to cover rent. However, the owner must set a maximum amount to be covered and to satisfy other conditions in order to legalize the joint surety from April in 2020.

Our Service

When you invest to real estate in Japan, we – Nagoya International Law Office, will provide enough information in which you can understand the Japanese property system. We will draft the lease contract to protect the owner of the properties as best as we can.

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Frequent Q&A

Q.

How can I keep the house on another’s land?

A.

The land owner and the house owner often have a ‘land lease contract’, so the land owner cannot evacuate the house on the land during the lease period.

Q.

What are the reasonable reasons to evacuate the leasee from the house?

A.

It is left to case laws. The court will consider the necessity of the owner and the leasee, the history of the lease, the situation in regard to the usage of the house, and any compensation for eviction, etc.

Q.

What are the conditions for ‘lease for years’?

A.

The conditions in regard to making a paper contract clearly stating ‘no-renewal’, is to make an explanation paper for ‘lease for years’ and to notify expiration 6 months prior to the expiration date, and so forth. We recommend consulting an expert.

Q.

What are the conditions to validate a joint surety from April 2020?

A.

The owner of the house or apartment should set a maximum amount to be covered by the joint surety, and set the events which fix the amount the joint surety covers. The new Civil Act changes many other matters for lease contracts. Nagoya International Law Office will provide a new form of the lease contract conforming to the new law.