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Inc.

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i pFstock companyjA @LC ijAoozA zvB Ltd. (UK public company: stock company) and employees with limited liability under the Companies Act (the shareholders) is the only company, the shareholders will acquire the equity stakeTARU depending on the amount invested, dividend get the benefits due. L`Ol`iqjB Broadly similar in the form of foreign companies (see below) also included.

Contents

[ W ] T Overview

[ W ] Shareholders and Stock

oLijB The shares of the Corporation owned by (ie, employees of the Corporation) of shareholders. wAoc^i ocQ jB Depending on the number of shareholders who bought stock, you can be involved in the management of the Corporation (right to participate in management). IvcALALPci jB Specifically, the conference decision-making at the shareholders meeting of the Corporation, the number of holding shares, in principle, have the right to vote based on the number of units held by them or (the principle of equality of shareholders).

\@l`A AJOeBrWlXER[|[V ibusiness corporationjACMX"limited company"iuLvjChCc"Aktiengesellschaft"iuvj AtX"société anonyme"iuvj{OEeB Take the form of corporate structure, business corporation in each state USA (Business Corporation), in the United Kingdom "limited company" (The literal translation of "Ltd."), in Germany such as "Aktiengesellschaft" (The literal translation of "Corporation"), in France "société anonyme" (The literal translation of "Anonymous Company") that exist in the world except Japan.

[ W ] Shareholders

soA]XwoIvxB Invite investment by the Company to issue shares, shareholders are often the system was designed to invest in the company by purchasing shares in circulation. @wAc\o iuvjwtAIp@]wt[1] B And employees of the law, an investor is a member of the Association (the Company "Shareholders") and the word, the word refers to the employees is not common usage [1] . ]Ap_A c\TOB Employees and the public, saying that the employment contract between the company and the employees of the meaning of the concept as a member of another association.

[ W ] Company name

AuvKvB Corporation in the business name, the "Corporation" should be included. \LijB The notation is (stock)SU often. Auv4AAB In this case, "Inc." but the four characters at the beginning of the business name, even to the end, as the case may be. iAuvjAiAuOvjB Examples of business names at the bottom ( Inc., called "the share"), for example at the top (Corporation , the so-called "prior shares") is normal.

p\LAuv[}\LKK ( K abushiki K aisha) ApCorp. A Inc. A Ltd.B In the case of English, the "Corporation" and took the initial Romanization as KK (K abushiki K aisha), other model in the U.S. and Britain Corp., Inc., Ltd. And that often.

{Co., Ltd.`gAAJ}OCo. Ltd.\LpB In Japan Co., Ltd. Is also a commonly used form of the trend in recent American study, we removed the comma Co. Ltd. Some companies adopt a notation.

[ W ] N Origins

E Co., the world's first
  • I_Ch - 1602N 320Ax{iIB Dutch East India Company - 1602 March 20 is established, the system introduced into the Corporation. OqCuvJoAu v`AXNUPIIA\SB Prior to each voyage, "seat" to solicit investment, open the "current company" are not the only company in the form called for the purpose of diversification of risk and constant activity, which was established in the immediate representatives of the company .
{ Co., Japan's first

[ W ] { Corporation of Japan

[ W ] Corporation

@21KB Act 1 Chapter 2 companies have a provision to establish a chapter.


[ W ] Type of establishment

  • N Established sponsor
    NlsS@i 45 11jB Established a way to become a shareholder after the establishment of underwriting all shares issued by the promoters (Article 45 paragraph 1 No. 1).
  • W Call Established
    NlsSAcAWsNlOANlNlOA@i4512jB Acceptance of all shares issued by the promoters, rest, other than underwriting a stock promoter who made an offer, the promoters and non promoters, shareholders and how to establish after the establishment (Article 45 paragraph 1 2).

[ W ] Nl promoter

AA\Rsi 51 jB After the formation of the error, can not be disabled or revocation of acceptance of Shares Issued at Incorporation or by reason of fraud or duress (Article 51).
B Says the person who signed the articles of incorporation as a planner. [NlAWL^Nli 103 2jB Pseudo-promoters and the promoters say will be considered to support the establishment of a recruitment ad in the subject (Article 103 paragraph 2).

[ W ] Creating Articles

[ W ] s Shares Issued at Incorporation

  • si 32 j Determination of matters concerning the Shares Issued at Incorporation (Article 32)
NlSAKvB The consent of all the promoters, is required.
  • osi 34 j Implementation of the investment (Article 34)
  • sri 36 jB Loss of the right to become a founding shareholder of shares issued (Article 36).
osAYossB If not for the performance of the investment by the deadline will lose the right to become a founding shareholder of the shares issued by the implementation of such investment.
JAsAs\lB Public Company, the total number of Shares Issued at Incorporation may not be below one-fourth of the total number of Shares.
  • sWi 57 jB Undertake the recruitment of the Shares Issued at Incorporation (57 articles).
  • Wzi 63 jB Payment of the amount paid for Shares Solicited at Incorporation (63 articles).

[ W ] n Organizational Meeting

  • WNlAWWAi 65 jB If the promoters of the establishment of recruitment, seeking payment for shares shall be convened after the founding meeting of the Shareholders at Incorporation (Article 65).
  • nci 73 j Founding resolution of the General Assembly (Article 73)
ncAYncsgcAoYc2/3sB The founding resolution of the General Assembly, not majority vote of the founding shareholders may exercise their voting rights at the Organizational Meeting, the voting rights of shareholders in attendance at the establishment of 2 / 3 being a majority.

[ W ] Officers at local establishment

  • ICANNlci 40 jAWAncs88 jB Election of Officers at Incorporation, establishment and promotion decisions by a majority vote of the incorporators (Article 40), the establishment of recruitment, shall be made by resolution of the Organizational Meeting Article 88).
  • AICxAi 46 A 93 jB Directors at the establishment, without delay after their election, shall investigate the matters established (46 Article, Article 93).

[ W ] Establishment of the Corporation

[ W ] i Action against disabled established

  • A2Nii 828 11jB Disable the establishment of the company from the date of the enactment of the two companies can only claim with a case within a year (Article 828 paragraph 1 No. 1).
  • iAii 834 jAFemAAi 839 jB Invalid action for the establishment of the company, sued the defendant company was established (Article 834), when final decision is not admitted, shall lose its effect into the future (Article 839).

[ W ] @ Organization of the Corporation

[ W ] {\ Basic Structure

[ W ] 1950N@ 1950 Amendment Act Annual sales

{@A]i1950Ni a 25Nj~jAS\AICy\ AIC\AIC\B Corporation in the former Commercial Code of Japan, the traditional (in 1950 (Showa 25) and later revised), the meeting will consist of all shareholders, the directors will be composed of directors appointed by the directors and shareholders, CEO will be appointed by the Board of Directors, consisting of auditors to be appointed and a meeting. A= A= t A= OfB This meeting = Assembly, the Board = Cabinet, Auditor = model of separation of power dummy treatment in court.

[ W ] u Introduction of the company with committees

{A\\Ay@A R[|[gKoiX_A @^u2003N4A @@ i@@jKB Corporation of Japan is very strong in the power of the CEO, received criticism from institutional investors in the United States or Europe tend to be neglected by the shareholders, from the perspective of corporate governance, and committee of the U.S. law - The company established in April 2003, the Act on Special Provisions of the Code for such audit, Inc. (The Special Provisions Code) specified by the amendment. uA]uB Committee for the company, when the conventional designation of the Corporation and Corporate Auditors.

[ W ] @ Company Law Changes

2005N@A]Lgg^Cv{I`AuCB The enactment of the Companies Act 2005, for being the basic form and Co., a company belonging to the framework of existing limited company, the establishment of a voluntary board of directors. @\RxIB Freedom of the parent companies and other institutions has increased by leaps and bounds. uuB Company with committees and the company changed its name to the Committees.

[ W ] y Meeting of Shareholders

v@A\ziOA{LKAljB General meeting of shareholders is the supreme decision-making body of the Corporation are expected to be composed of a large number of shareholders (as an exception, a small and unique to Japan Ltd., a company in person). Ag^cIB So, we're going to own the company by shareholders and they are not efficient. AIC\CB The company's daily operations will be delegated to the Board of Directors consists of directors was elected at the shareholders meeting. u Loc vB This "separation of ownership and management." ILoAIAC\ocwsB The ultimate owner is a shareholder of the Corporation that is an investment for the daily operations of the Board, management and conduct the CEO delegated the daily operations and more from there.

AcsgA {~ A \iocB Shareholders, other shareholders in exercising their voting rights, the right to seek injunction or claim to inspect the books, but to monitor the management of the company through shareholder litigation.

[ W ] y the Board of Directors

svAeEsB The Board will determine the will of the company on business execution, and monitoring the execution of duties of each director. c\AvQAIs\ASsCB Directors of the Corporation and the Board of Directors is a collegiate panel composed of directors, only to participate in decision-making, to execution of concrete was determined by the CEO or board of directors, the executive director or business operations be delegated to the Board.

2005N@ACu@B Company law, enacted in 2005, the Board was the establishment of any institution. ]L@\@{I@\B This is due to the basic institutional structure of the Company Law Corporation Ltd. is the traditional institutional structure.

[ W ] Auditor

YeA@sKsAvB Corporate audit and examine the contents of books and property of the company, and whether the audit is properly the operations of the company and the shareholders meeting to report an illegal act and the board of directors, profit of the company and shareholders assume a protective role.

[ W ] Other

KvA vl A vQ^@uB Based on the size and needs of each company, auditors and inspector accounting, there may be established institutions and accounting advisors. UA ZZluB The dissolution of the Corporation, if a liquidation procedures will be put to the liquidator.

[ W ] B Funding Corporation

[ W ] U Dissolution of Corporation

A~YAZA@liAOZB Ltd., to organize to stop the activities of the property should be liquidated, corporate, other than a merger to survive until completion of the liquidation proceedings.

  1. Expiration of the period specified by articles of incorporation survival
  2. UR The cause of the dissolution occurs where the articles of incorporation
  3. c Special resolution of shareholders meeting
  4. iYBj Merging companies (only disappear if the merger is such.)
  5. jYJn Decision to commence bankruptcy procedures
  6. Ui 824 jUi 833 jU Winding-up order (Article 824) request for dissolution or (833 articles) court order the dissolution of
cUF 2002NHi Dissolved by resolution of the shareholders meeting: 2002, Inc. Hi years

[ W ] Z Clearing Corporation

ZZB Co., Ltd. in liquidation is called liquidation. ZAZAiUcjAAWJi 491 jAZoLsABSURU results to the liquidator, liquidator, Inc., a corporation (and the resolution of dissolution) to survive, and also held regular meetings of shareholders (Article 491), that make the registration of the completion of liquidation in principle Corporation will be abolished.


Z Special Liquidation
ZAZ^A|YZpB Special provisions of a liquidation procedure, as a suspected case of insolvency of the corporation in liquidation, will be used for special clearance procedures are to be classified as a type of bankruptcy procedures.
@ i17N@86j 2921KAUZAZsx^A ZlZsB Law firm (2005, Law No. 86) Article 9 of Chapter 2 and Chapter 2 of Section 1 is regulated by Subsection, Inc. entered the dissolution of liquidation procedures, the circumstances significantly affect the conduct of the liquidation If a suspected case of insolvency and is a procedure for liquidation in the lower court directed the liquidator. @g@TA|Yl@uB The Code does not exist independent of procedures that are incorporated into the law firm, has been regarded as one of the four laws of bankruptcy. jYA]OZlZsB Unlike the bankruptcy proceedings, liquidation procedures will remain the same as the principles of the liquidator.

[ W ] A@ Related legislation

[ W ] p title in English, Inc.

ACMX1.stock companyrIWIAA2.stock corporationA3.business corporationA4.joint-stock companypB Today, wind is the literal translation of the word England 1.stock company is relatively standard, also, 2.stock corporation, 3.business corporation, 4.joint-stock company and used the word . 2.AJA3.AJeB@w\B 2. America is a literal translation of the Wind, 3. Is the expression refers to the Corporation in the U.S. state law. 4.Ap@TOAAACMX@AJ@eTOAwEB 4. Is a concept that exists in common law and is close to literal translation, in English law and American law and what is different and all though, Inc. is not the same concepts, misleading have to be avoided, said. AAKvkabushiki kaishaB The above is a separate and, when necessary, sometimes called kabushiki kaisha.


[ W ] p Company Name in English

OAp{B As useful when dealing with foreign countries, some of Japan Ltd. has established its name in English. A{pK@oLxB However, laws and registration system to regulate the trade name in Japan is not English. {pAuv|gA4ijB Company name in English shall be determined by the Corporation of Japan, "Inc." are normally used as a translation of the following four types (shown as examples).

  • XXX, Limited iA XXX, Ltd. B XXX Co., Ltd.XXX Co. Ltd. A XXX Kaisha, Ltd.BjAAJOALtd.LimitedpALLCA{B XXX, Limited (or the abbreviation, XXX, Ltd.. XXX Co., Ltd. And XXX Co. Ltd., XXX Kaisha, Ltd. Some of it is set.) In the USA, Ltd. Or Limited, including the use of the name, the LLC and, in Japan is equivalent to the company jointly. CMXA (private company) AA{JB In Britain, my company (private company) and be forced to be, which is close to the so-called private companies in Japan.
  • XXX Corporation iXXX Corp. j XXX Corporation (for short XXX Corp.)
  • XXX, Incorporated iXXX, Inc. jXXX Incorporated iXXX Inc. j XXX, Incorporated (for short XXX, Inc.) Or XXX Incorporated (for short XXX Inc.)
  • XXX Kabushiki Kaisha iXXX KKXXX KK j XXX Kabushiki Kaisha (XXX KK for short or XXX KK)
    • adH Showa Denko Kabushiki Kaisha Showa Denko KK Showa Denko Kabushiki Kaisha
    • dCwH Denki Kagaku Kogyo Kabushiki Kaisha dCwH Ltd. Denki Kagaku Kogyo Kabushiki Kaisha
    • {XD Nippon Yusen Kabushiki Kaisha Co., Ltd. Nippon Yusen Nippon Yusen Kabushiki Kaisha

[ W ] A See also

[ W ] r Footnotes

  1. ^cAc\B ^ Association of the Company, employees of members of the association. c@lA@lclB Association, and association are also in the medical corporation.

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