The registration of incorporation of a general partnership company must be completed by registering the following matters at the location of the head office:
合名会社の設立の登記は、その本店の所在地において、次に掲げる事項を登記してしなければならない。
the purpose;
目的
the trade name;
商号
the addresses of the head office and branch offices;
本店及び支店の所在場所
if there are provisions in the articles of incorporation with regard to the duration or the grounds for dissolution of the general partnership company, the provisions;
合名会社の存続期間又は解散の事由についての定款の定めがあるときは、その定め
the names and addresses of the members;
社員の氏名又は名称及び住所
the name of the member representing the general partnership company (limited to cases where there is a member not representing the general partnership company);
合名会社を代表する社員の氏名又は名称(合名会社を代表しない社員がある場合に限る。)
if the member representing the general partnership company is a corporation, the name and address of the person who is to perform the duties of the member;
合名会社を代表する社員が法人であるときは、当該社員の職務を行うべき者の氏名及び住所
if there are provisions in the articles of incorporation with regard to the method of public notice under the provisions of Article 939, paragraph (1), the provisions of the articles of incorporation;
第九百三十九条第一項の規定による公告方法についての定款の定めがあるときは、その定め
if the provisions of the articles of incorporation referred to in the preceding item provide that electronic public notice is to be the method of public notice, the following matters:
the matters prescribed by Ministry of Justice Order which are necessary for making the information to be publicly notified through electronic public notice available to the general public; and
電子公告により公告すべき内容である情報について不特定多数の者がその提供を受けるために必要な事項であって法務省令で定めるもの
if there are provisions of the articles of incorporation under the provisions of the second sentence of Article 939, paragraph (3), the provisions of the articles of incorporation; and
第九百三十九条第三項後段の規定による定款の定めがあるときは、その定め
if there are no provisions of the articles of incorporation referred to in item (viii), a statement to the effect that publication in Official Gazette is to be the method of public notice pursuant to the provisions of Article 939, paragraph (4).
第八号の定款の定めがないときは、第九百三十九条第四項の規定により官報に掲載する方法を公告方法とする旨
Read this with the articles around it
means of giving public notice
「公告方法」
The way a company, including a foreign company, gives those public notices that no law requires to be published in the Official Gazette, such as in a daily newspaper or by electronic public notice.
Defined inArticle 2, paragraph (1), item (xxxiii)· applies throughout the law
electronic public notice
「電子公告」
Giving public notice by making it available online to anyone, in the way set by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (xxxiv)· applies throughout the law
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.