Japan Branch of a Hong Kong Entity
Recently, we were asked to register a Japan branch for a Hong Kong entity. The following is a brief description of the process involved.
Collect information about the Hong Kong entity
In order to collect information about the Hong Kong entity, we requested the following documents from the client.
Articles of Association
Incorporation Form (NNC1)
Certificate of Incorporation
Business Registration Certificate
From the documents above, we extracted the information needed for registration of a Japan branch of a foreign corporation and summarized these into an Affidavit. Standard matters registered for the Japan branch of a Foreign Corporation:
- Company Name
- Method of Public Notice (Announcement)
- Laws of Incorporation
- Business Purposes
- Total Number of Shares Authorized for Issue
- Total Number of Issued Shares
- Amount of Capital
- Incorporation Date
Comments Specific to Registration of Japan Branch of a Hong Kong Entity
In Hong Kong, the business purposes are not necessarily listed in the Articles of Association, although a company may choose to list its principal business activities in its Business Registration Certificate. Therefore, often times it is not possible to determine the business purposes purely from the above documents (as was the case this time), and in such case this will need to be completed in consultation with the client.
Total Number of Shares Authorized for Issue
Hong Kong uses a system of authorized capital, however it does not use the concept of number of shares authorized for issue. Accordingly, we stated that this item is not applicable and did not register any amount.
Hong Kong entities have two types of officers, a Director and a Secretary, however since the Japanese Companies Act does not prescribe for an officer similar to a secretary, the secretary is not registered.
Notarization of Affidavit
In this case, one of the Hong Kong resident directors signed the Affidavit in the presence of a Hong Kong Notary Public and had the Affidavit notarized.
Registration of Japan Branch
Using the above notarized Affidavit, a registration application was filed with the Legal Affairs Bureau office with jurisdiction over the location of the Japan branch.
The date of establishment of the Japan branch is not the registration application date, but rather an establishment date that was decided by the foreign corporation is registered.
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