Purchasing real estate in Japan as a foreigner can be a rewarding investment, but it’s crucial to understand the legal landscape and specific procedures involved. This guide covers essential legal steps, tax obligations, and potential challenges to ensure a smooth transaction.
Voting Agreements in Japanese Shareholder Agreements: Key Legal Insights for Foreign Investors and Startups
A shareholder agreement refers to a contract between two or more parties who either jointly establish a corporation for a specific project or business or involve a new investor in an existing company. This agreement sets out the rights and obligations between shareholders concerning the operation of the company.
In a Japanese joint-stock company, corporate governance and management are generally carried out through shareholder meetings and the board of directors, applying the majority rule based on each shareholder’s equity ratio. Shareholder agreements create a privately negotiated framework for company management, distinct from the statutory governance structures. These agreements are especially crucial for protecting the interests of minority shareholders, who may otherwise be disadvantaged by majority rule.
Among the key elements often included in shareholder agreements are the right to nominate directors and the clause binding the exercise of voting rights. For instance, Shareholder A might have the right to nominate two out of four directors, and the other shareholders are contractually obligated to exercise their voting rights to ensure those nominees are appointed at the general shareholders’ meeting.
This post will focus on voting agreements in shareholder contracts, particularly in the context of recent discussions and court rulings in Japan that have addressed the validity and enforceability of such agreements.
Continue reading “Voting Agreements in Japanese Shareholder Agreements: Key Legal Insights for Foreign Investors and Startups”Japanese LLC: All about Godo Kaisha
Under Japanese law, there are four types of companies: Kabushiki Kaisha(a joint stock company, C-corporation), Gome Kaisha(a general partnership company), Goshi Kaisha(a limited partnership company), and Godo Kaisha(a limited liability company). Among them, Godo Kaisha is a new company type introduced through the revision of the Company Act in 2006. It is modeled after the Limited Liability Company (LLC) in the United States.
Continue reading “Japanese LLC: All about Godo Kaisha”Japanese Government Published Guidelines on Respect for Human Rights in Responsible Supply Chains
The Ministry of Economy, Trade and Industry of Japan published on August 8, the draft of the guidelines on respect for human rights in responsible supply chain. The guidelines are the follow-up of the Japanese government’s action plan on business and human rights in 2020 which accepted the Guiding Principles on Business and Human rights: Implementing the United Nations ‘Protect, Respect and Remedy’ Framework.
The guidelines contain an easy-to-undserstand explanation of the UN Guiding Principles and their implementation in Japan.
Continue reading “Japanese Government Published Guidelines on Respect for Human Rights in Responsible Supply Chains”A Guide to Japanese Inheritance Law : Who Shall Inherit and How to Secure Your Right in Japan
Each country has its own law and procedures concerning an inheritance. Japan is no different. In this article, we will explain the basic concepts and procedures of Japanese inheritance law.
Continue reading “A Guide to Japanese Inheritance Law : Who Shall Inherit and How to Secure Your Right in Japan”Applicability of Japanese Data Protection Law to Foreign Business Operating Outside of Japan
Internet and mobile applications have made the cross-border business of selling goods and services no longer technically challenging or complex. Such services, however, inevitably entail the movement of personal information of its users across the borders. This could put foreign companies and startups at the risk of unintentionally violating foreign privacy laws. In this regard, each jurisdiction has its own legislation on whether and to what extent their local rules of data protection shall apply to the foreign business entities. Today, we will explain this issue in the case of Japan.
Continue reading “Applicability of Japanese Data Protection Law to Foreign Business Operating Outside of Japan”How to Remove a Japanese Business Partner from a Godo Kaisha, a Japanese LLC
When you enter into a joint venture in Japan with a Japanese business partner, the two most frequently used business entities are a Kabushiki Kaisha and a Godo Kaisha.
Continue reading “How to Remove a Japanese Business Partner from a Godo Kaisha, a Japanese LLC”Legal Measures to Collect Monetary Claim from Japanese Company
There almost always comes time to collect your monetary claim when you do business. It is still the case in Japan. You may consider several legal measures in such a situation. In this article, we explain the general debt collection workflow widely used in Japan.
Continue reading “Legal Measures to Collect Monetary Claim from Japanese Company”[Q&A: Family Law] I Am Not Living in Japan. Can I File for Divorce in Japan? If Can, What Should I Know about Japanese Divorce Law and Its Proceedings?
Q) I wish to file for divorce with my wife. Our relationship ended last year and she returned to Japan. We were married in Japan. I wonder how I can file for divorce as I am living in the U.S and she is in Japan. She is not cooperative and said she didn’t want a divorce, which seems nonsense to me. I tried to file for divorce here but the court said they don’t have jurisdiction over the foreigner living in Japan.
Continue reading “[Q&A: Family Law] I Am Not Living in Japan. Can I File for Divorce in Japan? If Can, What Should I Know about Japanese Divorce Law and Its Proceedings?”
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