August 2014

061
It was decided that a listed company is effectively forced to have an outside director as a member of the Board of Directors along with the revision to Corporate Law executed on June 20,2014.
It is not regulated by the Law as the financial circles have reacted against it. However, if a corporation decides not to have an outside director, it has to explain and inform the following items:
1. Explain the reason why it is inappropriate to have an outside director
2. Report the reason why it is inappropriate to have an outside director in the Business Report
3. Report the reason why it is inappropriate to have an outside director in the Reference Documents for Shareholders Meeting when it offers agenda for electing directors excluding outside directors.
Moreover, the Rule of Stock Exchange has provided that a listed company must make efforts to have more than one outside/independent officer.

It might be striking in waves as if it was not enough already by those who would like to introduce the outside director system.
I think that if they make such many regulations, it might be simple and better to make the outside director system obligatory in Corporate Law.

By the way, I expect that almost all corporations would have outside directors in the following year. I say that because the Japanese society tends to be across-the-board. If a corporation does not follow the regulation and decides not to have an outside director, it has to explain the reason why it is inappropriate to have an outside director. The Stock Exchange would also keep an eye on the corporation.
Though 62.2% of corporations in Japan had outside directors in 2013, nearly 100% of those corporations are expected to have outside directors in the following year.

Conversely, if some corporations do not have outside directors under such a system, those corporations must have their own policies.
I wish some corporations with strong performance and well organized compliance would appear and declare as follows:
"Our corporation has a reliable Board of Company Auditors and excellent accounting auditors, so our compliance is well organized and functions effectively. We think that outside directors who do not know about our corporation would do more harm than good, so we will never have outside directors. We do not think the outside director system is useful or helpful because there are many corporations with outside directors having caused scandals in the past. Our current directors are the best members."

※Please note that the operation described in this article has been changed.
The latest information is here.



If you are a non-resident and you would like to establish your company in Japan, you have two hurdles to get over.

One is “Application for Visa” and another is “Incorporation Procedure”.

(As for “Incorporation Procedure”, we have already explained in detail on this Blog [Click here for related information ☝]).    

 

When you establish your company, you should become a manager (a representative director) of your company. Then your visa category should be an "Investor/Business Manager Visa". Of course you can come to Japan without the Investor/Business Manager Visa, but you are allowed to stay in Japan only for three months with a short-term visa (tourist visa).

 

You can apply for the "Investor/Business Manager Visa" under the condition that your company has been established in Japan. Therefore, you have to establish your company in Japan prior to your visa application.

 

In order to establish a company in Japan, at least one representative director has to be a resident of Japan and he/she has to have an address in Japan.

If you would like to have a Japanese address, you have to obtain a long-term visa (such as an Investor/Business Manager Visa) in advance.

Therefore, you should find your partner who has a Japanese address and you should establish your company with your partner at first.

 

Next, in order to obtain the "Investor/Business Manager Visa", you have to invest more than six million yen in your company. In addition, your company has to lease an office and it has to be equipped with telephones, faxes, copy machines and computers, which indicates that the business is actually in operation.

Therefore, your company has to make a leasing contract for its office, employ staffs and operate the business actually before you obtain the visa.

 

Finally, you should make and present necessary documents such as a Business plan, C.V. and an Application for change of status of residence.

It will take about three months from an application to an acquisition of your visa.


 

By the way we can help you to incorporate your company and to apply for your visa at a reasonable fee.

It might be possible to help you with only one part of the total procedures which you can specify or of course we can undertake the whole procedure.

Moreover, we can advise or counsel you on the legal matters of your company after incorporation.

Please feel free to inquire about it. 

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