Annual Return/Annual Report of your Kabushiki Kaisha (KK)

Do you have a KK company in Japan? Following incorporation, what kind of maintenance have you provided your company with? The “Annual Return” / “Annual Report” need not be filed; however following corporate maintenance is a must under the Companies Act:

A company with a board of directors (“BOD”)

A company with a BOD with its stated share capital at under JPY 500M
1. Preparation of financial statements (FS) and business report followed by the approval of the BOD;
2. Provision of business report to and Approval of the FS by the annual shareholders meeting;
3. Public notice of summary of FS (scope of disclosure differs depending on the size of a company);
4. Approval of remuneration to be paid (or have paid) to directors;
Did you know a representative director of a company cannot be an employee of the company concurrently. His/her salary is the remuneration, and must be approved by the shareholders’ meeting.
5. Election of directors and appointment of representative director in accordance with the terms of the director provided in its articles of incorporation;
Even if there are no changes, re-election and re-appointment must be registered in the company registry within 2 weeks after re-election and re-appointment.
6. Application of registration regarding: any changes in the registered particulars;
7. The holding BOD meetings once every three months and the preparation of its minutes.

Incompliance with some of the above requirements are subject to an administrative fine of up to JPY 1M under the Companies Act.


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