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Investment and business structuring law covers how businesses are formed, financed, governed, and reorganized. It also governs cross-border investments, shareholder agreements, and the regulatory framework around securities and corporate transactions. Shibuya, as a vibrant hub for startups and international business, often requires careful planning to align corporate structure with funding, tax, and regulatory requirements.
In practice, this area of law touches on choices between corporate forms, governance structures, funding rounds, and exit strategies. For foreign-owned ventures or firms with investors abroad, structuring decisions must factor in cross-border compliance, currency controls, and reporting obligations. A skilled attorney helps translate business objectives into a robust and compliant corporate setup in Shibuya and the wider Tokyo area.
Given Shibuya's dynamic business environment, practical structuring decisions frequently involve coordinating with the Legal Affairs Bureau for incorporation, with tax authorities for planning, and with financial regulators for any investment activities. Understanding these interactions early can prevent costly revisions later in the life of a Japanese company.
A lawyer can help with concrete, real-world needs faced by Shibuya based businesses and investors. Below are 4-6 scenarios drawn from typical local contexts where legal counsel is essential.
In each case, a lawyer can tailor agreements, review key documents, and guide negotiations to fit Shibuya's business goals while ensuring compliance with national and local rules.
The following laws govern core aspects of Investment & Business Structuring in Japan and impact firms operating in Shibuya. These laws interact with Tokyo's local regulatory environment and practical business considerations.
“The Companies Act regulates corporate forms, director duties, and shareholders rights essential for corporate governance.”
Source: Legislation.gov.jp - Companies Act
The Japanese Companies Act, known as Kaisha Ho, provides the framework for creating and operating corporations such as Kabushiki Kaisha (KK) and Godo Kaisha (GK). It covers articles of incorporation, board structure, shareholder meetings, and capital increases or reductions. This is the anchor for structuring decisions in Shibuya’s fast-paced startup and investment activities.
“Cross-border investment and control of foreign exchange flows are governed by the Foreign Exchange and Foreign Trade Act.”
Source: Ministry of Finance - Foreign Exchange and Foreign Trade Act
The Foreign Exchange and Foreign Trade Act (FIEA) imposes notification and approval requirements for certain cross-border investments and transfers of funds. Companies in Shibuya with foreign investors or overseas funds must monitor FIEA thresholds and filing obligations to avoid penalties or delays in financing rounds.
“The Financial Instruments and Exchange Act governs securities transactions, disclosures, and market participants.”
Source: Financial Services Agency - Financial Instruments and Exchange Act
The Financial Instruments and Exchange Act (FIEA) regulates securities offerings, investment management, and trading activities. Startups and funds that issue equity, convertible instruments, or engage in public fundraising must consider FIEA requirements to ensure lawful communications and investor protections.
Additional local and industry specific considerations may apply in Tokyo and Shibuya, especially for real estate development, licensing, and building standards. For property related ventures, the Building Standards Act and Urban Planning Act administer land use, construction permits, and zoning compliance, with oversight by MLIT and Tokyo area authorities.
“Building Standards Act and Urban Planning Act govern construction, land use, and zoning considerations that affect business operations and expansion.”
Source: Ministry of Land, Infrastructure, Transport and Tourism
These laws create a framework within which Shibuya businesses plan expansion, office leases, or new facilities. Local permits and approvals can influence project timelines and financing decisions, making legal guidance critical from the earliest stage.
A Kabushiki Kaisha (KK) is a stock company with formal governance and transferable shares; a Godo Kaisha (GK) is a member limited liability form with flexible governance. The choice affects investor expectations and reporting.
Prepare Articles of Incorporation, appoint directors, and file with the Legal Affairs Bureau. Plan for corporate seal, registration taxes, and notary requirements for certain documents.
Expect registration tax around 150,000 yen for KK, plus notary fees for Articles of Incorporation and professional fees. Total upfront costs commonly range from 200,000 to 400,000 yen.
Yes, foreigners can fully own a Japanese company. They must comply with residency visa considerations and any sector-specific licensing requirements that apply to the business.
Once documents are prepared, registration can take 1-2 weeks for standard KK filings, with additional time for approvals or due diligence on complex structures.
Not for every cross-border transaction, but investments, remittances, and certain transfers involving foreign entities may require notification or approval under FIEA.
Key documents include the plan description, eligibility criteria, exercise price, vesting schedule, and tax withholding provisions aligned with corporate governance standards.
The KK or GK structure suits a regional HQ, while a branch may be simpler for a single line of business. Tax and regulatory exposure differ between a branch and a subsidiary.
Due diligence typically ranges from 2 to 6 weeks, depending on the target’s complexity, data room quality, and regulatory clearances required by the deal type.
A merger combines entities into one, while a share transfer moves ownership by exchanging shares. Both require board resolutions, shareholder approval, and registration with authorities.
It is customary to have a registered address for corporate filings. Some startups use virtual offices, but you must confirm with the Legal Affairs Bureau and local regulations.
Exits typically involve sale of shares, a merger, or an asset sale. Counsel coordinates with tax advisors to optimize post-exit tax treatment and regulatory compliance.
Accessing authoritative resources helps you navigate Investment & Business Structuring in Japan and Shibuya. The following organizations provide official guidance, forms, and regulatory explanations.
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Each profile includes a description of the firm's areas of practice, client reviews, team members and partners, year of establishment, spoken languages, office locations, contact information, social media presence, and any published articles or resources. Most firms on our platform speak English and are experienced in both local and international legal matters.
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The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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