Companies Act

When a foreign company intends to carry out transactions continuously in Japan, it must specify its representatives in Japan. In these cases, one or more of the representatives in Japan must be those whose addresses are in Japan.

A foreign company's representative in Japan has the authority to do any and all judicial and extra-judicial acts on behalf of relevant foreign company in connection with its business.

No limitation on the authority under the preceding paragraph may be asserted against a third party in good faith.

A foreign company is liable for damage caused to third parties by its representatives in Japan during the course of the performance of their duties.

A foreign company may not carry out transactions continuously in Japan before completing registration of a foreign company.

A person who has carried out transactions in violation of the provisions of the preceding paragraph is liable, jointly and severally with the foreign company, to perform any obligations that have arisen from relevant transactions to the counterparty.

A foreign company (limited to one for which the same kind of company or the most similar company in Japan is a stock company) that has completed registration of a foreign company must, pursuant to the provisions of Ministry of Justice Order, give public notice in Japan of what is equivalent to a balance sheet without delay after the conclusion of the same kind of procedure as the approval set forth in Article 438, paragraph (2) or a procedure similar thereto.

Notwithstanding the provisions of the preceding paragraph, with respect to a foreign company for which the method of public notice is a method set forth in Article 939, paragraph (1), item (i) or (ii), it is sufficient to give public notice of a summary of what is equivalent to a balance sheet provided for in the preceding paragraph.

A foreign company referred to in the preceding paragraph may, without delay after the conclusion of the procedure set forth in paragraph (1), pursuant to the provisions of Ministry of Justice Order, take measures to make the information contained in what is equivalent to the balance sheet provided for in that paragraph available to the general public continually by the electronic or magnetic means until the day on which five years have elapsed from the day of the conclusion of the procedure. In these cases, the provisions of the preceding two paragraphs do not apply.

The provisions of the preceding three paragraphs do not apply to foreign companies that must submit their annual securities reports to the Prime Minister pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act.

A foreign company that has completed registration of a foreign company may, when all of its representatives in Japan (limited to those whose addresses are in Japan) intend to resign, give public notice to creditors of the foreign company to the effect that they are able to state their objections, if any, during a certain period of time and must give notice separately to each known creditor, if any; provided, however, that relevant period may not be less than one month.

If creditors raise objections within the period under the preceding paragraph, the foreign company set forth in that paragraph must make payment or provide reasonable security to relevant creditors, or entrust equivalent property to a trust company, etc. for the purpose of having relevant creditors receive the payment; provided, however, that this does not apply if there is no risk of harm to relevant creditors by the resignation set forth in that paragraph.

The resignation set forth in paragraph (1) becomes effective by completing the registration thereof after the completion of the procedures set forth in the preceding two paragraphs.

A foreign company that has its head office in Japan or whose main purpose is to conduct business in Japan may not carry out transactions continuously in Japan.

A person who has carried out transactions in violation of the provisions of the preceding paragraph is liable, jointly and severally with the foreign company, to perform obligations that have arisen from relevant transactions to the counterparty.

The court may, in response to a petition by interested persons or ex officio, order commencement of the liquidation of all of a foreign company's property in Japan in the cases set forth below:

if the foreign company receives the order under the provisions of Article 827, paragraph (1); or

if the foreign company stops carrying out transactions continuously in Japan.

In the cases referred to in the preceding paragraph, the court appoints the liquidator.

The provisions of Article 476, the provisions of Part II, Chapter IX, Section 1, Subsection 2, the provisions of Article 492, the provisions of Subsection 4 of that Section, the provisions of Article 508, and the provisions of Section 2 of that Chapter (excluding Article 510, Article 511 and Article 514) apply mutatis mutandis to the liquidation of a foreign company's property in Japan under the provisions of paragraph (1), excluding those that are not applicable by their nature.

The provisions of Article 820 do not apply if a foreign company is ordered to commence the liquidation referred to in paragraph (1) and where all of the foreign company's representatives in Japan (limited to those whose addresses are in Japan) intend to resign.

With regard to application of other Acts, a foreign company is deemed to be the same kind of company or the most similar kind of company in Japan; provided, however, that this does not apply when it is otherwise provided by other Acts.