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Jun Kurozumi

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Jun Kurozumi

International Contact Partner / USCPA (Washington)

Comparing a Kabushiki-gaisha and Goudou-gaisha

September 2, 2019

Question:

When putting up a company in Japan, which type is recommended: a kabushiki gaisha or goudou gaisha?

Answer:

It depends on your company purpose during the incorporation, but generally we recommend the kabushiki gaisha.

Explanation:

In putting up a company in Japan, depending on the profit motive of your company, you may choose to establish it as either a kabushiki gaisha or goudou gaisha.

The difference between these two company types are summarized in Table 3-1 below.

In terms of incorporation and other maintenance costs (such as change in directors and preparation of financial statements), a goudou gaisha has less compared to a kabushiki gaisha; however, public recognition is higher for a kabushiki gaisha compared to a goudou gaisha.

However, since public recognition for a goudou gaisha can be increased given time, more business owners are choosing to incorporate their business as a goudou gaisha.

If more than one person were to invest into the company, it is better to use a kabushiki gaisha that easily pays dividends and gives voting rights according one’s investment ratio.

Table 3-1 Comparing a kabushiki gaisha and a goudou gaisha

kabushiki gaishagoudou gaisha
Trade NameThe term kabushiki gaisha (“株式会社” in Japanese) is included in the trade nameThe term goudou gaisha (“合同会社” in Japanese)is included in the trade name
Public RecognitionHighNot so High
Minimum Number of Members1 member1 member
Public RecognitionHighNot so High
Minimum InvestmentMore than 1 Japanese yenMore than 1 Japanese yen
Amount During Incorporation
Investor ResponsibilityLimited liabilityLimited liability
Number of Voting Rights of InvestorsOne share, one voteOne person, one vote
Financial StatementRequired yearlyNot required
Terms of Executives(Privately held company)
Director 1 to 10 years
Auditor 4 to 10 years
No term limitations
Number of Voting Rights of InvestorsOne share, one voteOne person, one vote
Flexibility in StructureNormalHigh
Abbreviation“(株)” in Japanese publications
“K.K.” in English publications
“(合)” in Japanese publications
“G.K.” in English publications
Qualification of Representative(s)Representative director (CEO)Representative officer
Treatment under Corporate Tax LawOrdinary corporationOrdinary corporation
Contract Using Company NamePossiblePossible
Minimum Cost of EstablishmentApprox. 200,000 Japanese yen (Assuming no professional was asked to process the establishment, and the articles of incorporation were certified electronically)60,000 Japanese yen (Assuming no professional was asked to process the establishment, and the articles of incorporation were certified electronically)

While there are times where the “goudou-gaisha” is abbreviated as “LLC” (limited liability company), it should not be completely likened to a similar company type in the United States called an LLC, as Japan does not have a pass-through taxation system. (➡For further information, kindly refer to Q35.)

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