Incorporation of companies made easier in Japan: New Company Law
comes into effect in April 2006:
Japanese parliament has recently enacted a new corporate law to simplify the incorporation of companies in the country. The new law will come in force from April 2006. Under the new law, ‘‘Limited Liability Companies’’ will be abolished and integrated into ‘‘Stock Companies’’. As a result, forming a corporation with one board member will become possible, and ‘‘Minimum Capital Regulation’’ and “Similar Trade Name Regulation” will be eliminated.
Presently there are four categories of companies: joint-stock companies,
limited liability companies, limited partnerships, and general partnership.
Most of the companies are limited liability companies (for private and small to
medium) and stock companies (for public and large businesses). Though, through
a revision in the law in 1996, the differences between the limited liability
companies and stock companies were brought to a minimum, as limited liability companies
could be incorporated with less capital, they were sometimes considered to be
lower in ranking. In recent times, there felt a strong need for simple
incorporation laws for economic revitalization as well as a system responding
to corporate globalisation.
As
per the new law, ‘limited liability companies’ will be integrated into ‘stock
companies’. Effectively, from April 2006, only stock companies can be
incorporated. Existing limited liability companies can continue their business
as ‘special limited liability companies’ according to the transitional
measures, however, when they switch to ‘stock companies’, they need to dissolve
first, then follow the procedure to incorporate as ‘stock companies’. Such
‘special limited liability companies can enjoy the simpler nature of the
‘limited liability companies’ such as (1) no term limit for the board members
(stock companies have a term of maximum 10 years), (2) no requirement for
disclosing account statements (account disclosure is required for stock companies),
and (3) no obligation for auditing (auditing is in principle required for stock
companies).
Under the new law, for ‘stock companies’ the capital amount is not important, and incorporation with a starting capital of even 1 yen becomes possible. Under the existing legislation, joint-stock companies and limited liability companies were required to have capital funds of at least 10 million yen and 3 million yen, respectively.
The
elimination of ‘minimum capital regime’ results in a major reduction in the
minimum cost of establishing a joint-stock company. Until now, it has taken at least 10.3 million yen or so to set up
a joint stock company, but under the new law it will take only about 240,000 yen:
initial capital (one yen), notary’s certification fee (50,000 yen), stamp duty
on original copy of articles of incorporation kept by notary (40,000 yen) and
registration and licence taxes (150,000 yen). The “Similar Trade Name
Regulation” will also be abolished in the new law. Under the existing
regulation, one cannot register a company if the same trade name with the same
sales purpose exists in the same community.
However, under the new law, companies can use any trade name for their
business. (more information on the new
company law is available on JETRO Website with URL as http://www.jetro.go.jp)
Japan’s world trade
continues to grow in 2005:
However, growth rates slow both for exports and imports:
Though
Japan’s world trade continues to grow in 2005, the rates of growth in exports
and imports slowed down during the first half of 2005. Japan’s world trade grew
by 10.39% to US$ 540.7 billion during the first six months of 2005, compared to
US$ 489.8 billion during the same period in 2004. Export grew by 6.73% year on
year to US$ 291.7 billion and imports grew by 14.97% to 248.9 billion. Growth
in export value, which had been in double figures since 2003 fell back to
single-digit level. Growth rates for export and import volume have been
declining since the first half of 2004, and export volume was actually down by
1.5%
Trends
in Japanese trade: (value in million dollars, %)
Particulars |
2004 |
2005 |
|
|
1st half |
2nd half |
1st half |
Exports |
273,261 |
291,778 |
291,712 |
Export Growth % |
23.3 |
17.5 |
6.8 |
Imports |
216,534 |
238,135 |
248,935 |
Import growth % |
17.1 |
21.1 |
15.0 |
Balance of trade |
56,727 |
53,643 |
42,777 |
Crude oil import price-Dollars/barrel |
33.0 |
39.5 |
45.1 |
Import
& Export by special classification of commodities (value in US $ billion)
Items |
2005 (January – June) |
|
|
Export |
Import |
Total |
291.8 |
248.9 |
Food & direct consumers |
1.2 |
25.5 |
Industrial supplies |
60.8 |
114.2 |
Capital equipment |
161.9 |
65.2 |
Consumer non-durable goods |
1.9 |
17.3 |
Consumer durable goods |
52.9 |
20.4 |
Others |
13.1 |
6.3 |
Trade with
GCC Countries:
Japan’s
trade with the GCC countries grew by 35.2% during the 1st half of
2005, mainly driven by a surge in the value of Japan’s imports from the
6-nation block. The obvious reason for this growth in the value of imports is
the hike in the price of crude oil that has reached about US $ 60.0 a barrel
during 2nd quarter of 2005.
Trend
in Japan-GCC trade (Value in million US $)
Countries |
2004- 1-6 |
2005 1-6 |
G.Rate |
UAE |
10,194.1 |
12,943.4 |
27.0 |
Saudi
Arabia |
9,683.7 |
14,222.9 |
46.9 |
Qatar |
3,838.0 |
5,251.5 |
36.8 |
Kuwait |
3,161.4 |
4,066.3 |
28.6 |
Oman |
1,209.2 |
1,654.3 |
36.8 |
Bahrain |
370.8 |
348.3 |
-6.1 |
Total |
28,457.2 |
38,486.7 |
35.2 |
Japan’s
exports to the GCC (Value in million US $)
Countries |
2004 1-6 |
2005 1-6 |
G.Rate |
UAE |
2,137.5 |
2,327.3 |
8.9 |
Saudi
Arabia |
1,675.6 |
1,955.2 |
16.7 |
Oman |
551.3 |
622.7 |
13.0 |
Kuwait |
448.1 |
521.0 |
16.3 |
Qatar |
238.6 |
409.7 |
71.7 |
Bahrain |
190.7 |
200.9 |
5.3 |
Total |
5,241.8 |
6,036.8 |
15.2 |
Japan’s
imports from the GCC (Value in million US $)
Countries |
2004 1-6 |
2005 1-6 |
G.Rate |
UAE |
8,056.5 |
10,616.1 |
31.8 |
Saudi
Arabia |
8,008.1 |
12,267.7 |
53.2 |
Oman |
657.9 |
1,031.7 |
56.8 |
Kuwait |
2,713.3 |
3,545.3 |
30.7 |
Qatar |
3,599.4 |
4,841.8 |
34.5 |
Bahrain |
180.1 |
147.4 |
-18.2 |
Total |
23,215.3 |
32,450.0 |
39.8 |
Recent Trends in
Japanese Economy:
According to
report published by the Bank of Japan recently, Japan’s economy continues its
recovery. Exports have continued to increase moderately, and industrial
production has also been on an upward trend, however, with some fluctuations.
Business fixed investment has continued to increase against the background of
high corporate profits and a modest improvement in business sentiment.
Household income has also continued rising moderately, reflecting the
improvement in employment and wages. In this situation, private consumption has
been steady. Housing investment has recently shown some increases.
Exports are
expected to continue rising against the background of the expansion of overseas
economies. Domestic private demand is likely to continue increasing against the
background of high corporate profits and the moderate rise in household income,
while structural adjustment pressure stemming from the excess capacity and debt
of firms has almost dissipated. In light of these increases in demand both at
home and abroad, production is also expected to follow an increasing trend.
Public investment, meanwhile, is projected to remain on a downtrend.
Prices: Domestic corporate goods prices have
increased, mainly reflecting the effects of the rise in crude oil prices.
Consumer prices (excluding fresh food) have been declining slightly on a
year-on-year basis, partly due to the reduction in electricity and telephone
charges. Meanwhile, the year-on-year rate of change in consumer prices is
projected to be 0.0 percent or a slight increase toward the end of the year.
Corporate
finance: The environment for corporate finance is
becoming friendlier on the whole. The issuing environment for CP and corporate
bonds is favourable. Also, the lending attitude of private banks is becoming
more accommodative. The lending attitude of financial institutions as perceived
by firms has been improving. The pace of decline in credit demand in the
private sector is becoming somewhat moderate. As for developments in financial
markets, money market conditions continue to be extremely easy, as the Bank of
Japan continues to provide ample liquidity. In the foreign exchange and capital
markets, long-term interest rates and stock prices have risen compared with the
previous month.
Internal
& External demands:
According to
a report in the Japan Economic Review for September 2005, external and internal
demand had equally contributed to the show of a stronger GDP during the 2nd
quarter of 2005. It said that Japan’s 2nd quarter GDP data proved to
be the sort of figure that undoubtedly supports government’s claim that the
economy is coming out of its prolonged lull. Internal demand is continuing to
remain favorable, and the recovery base is also strengthening. External demand, at the same time, has
returned to the positive territory for the first time in 12 months. The was
attributed to the robust performance from exports, which rose by 2.8 percent,
the highest growth since the 2nd quarter of the previous year. It is
pointed out that the inventory adjustments in the US, Japan’s largest export
partner, have been making good progress, and this has certainly brightened the
outlook of Japanese exports in the coming months.
Japan Week in Muscat,
Sultanate of Oman
JETRO organizes Japanese Catalogue Exhibition:
The Oman –
Japan Friendship Association, in co-operation with the Embassy of Japan in
Muscat and JETRO Dubai, will hold a week- long festival in Muscat, Sultanate of
Oman, named ‘OMAN-JAPAN WEEK’, between 3rd and 9th
December 2005. The event, termed as a FESTIVAL OF CULTURE AND COMMERCE, will
feature displays of Omani and Japanese products, Omani and Japanese fine arts
show, Omani and Japanese photo display, display of traditional Omani and
Japanese handicrafts and dresses, Japanese Sumo demonstration, Japanese robot
demonstration, live Karate demonstration etc. among many others. A Japanese
food festival named, ‘Taste of Japan’ is also part of the event. Japanese
language contests, Japanese paper folding (Origami) displays and
demonstrations, displays relating to Information Technology etc. will be added
features.
Japanese Catalogue
exhibition for business opportunities:
Under the
umbrella, and in conjunction with the Japan Week in Muscat, and with the
cooperation of the Oman Chamber of Commerce & Industry, JETRO - Japan
External Trade Organization, Dubai Office will hold a CATALOGUE EXHIBITION of
Japanese companies, displaying catalogues of around 100 small to medium
companies who are interested in doing business with companies in and around the
Sultanate of Oman. Most of the
companies participating in the catalogue exhibition are new to this area and so
far, have no representation in Oman.
UAE Labour Market
getting streamlined:
The UAE has
recently implemented a number of changes in her labor and immigration rules in
an effort to streamline the market.
Removal of 6-months ban on entry for employment:
Prominent
among the changes is the removal of a 6-months ban on switching job from one
company to another, upon cancellation of one’s residence visa. This step
facilitates easy and fast movement of workforce within the market. However,
there had been contradicting reports in the local media about the requirement
of an NOC for changing jobs after the removal of the six-months ban. Some reports said that there was no
requirement of such NOCs. However, some other reports, quoting high government
officials, said that expatriates still needed NOCs to change jobs. It is understood that an NOC is still
required to get into another employment within the six months period of
canceling a residence visa and work permit. In the past, employees should have
to wait six months to one year after canceling a residence visa, before a new
employment visa was issued. Even an NOC was not helpful in those days.
According to
media reports, a further relaxation has been made in October 2005, concerning
employment of wives and daughters under the sponsorship of their
husbands/fathers. Wives/daughters wanting to change jobs will be issued a fresh
work permit immediately upon cancellation of an existing work permit. This
means that NOCs are not mandatory for the issuance of fresh work permits, if
they can find new employers. Similarly,
‘investors’ do not have to go through the ‘Labour procedures’ since the
Ministry of Interior is the responsible authority to issue them with residence
or investors visas. As the Interior Ministry has abolished the stamping of
the ‘6-month ban’ on passports upon
cancellation of a residence visa, investors can enter the country any time and
set up their business, having obtained a residence permit from the
Ministry.
Sponsorship transfer made easier:
Another
major change brought about is on the sponsorship transfer. In the past, only 13
categories of qualified people were eligible for sponsorship transfer. Now, the
new rules allow all employees in the UAE to change sponsorship under certain
conditions. The conditions are mainly related to employees’ educational
qualifications and fee paid for each sponsorship transfer. In all cases, an NOC
from the previous sponsor is a prerequisite for a sponsorship change.
Unskilled
workers can transfer their sponsorship once, provided they complete 3 years
under the present sponsor. The new employer would be obliged to pay Dh. 5,000/-
as fee to the Government. Employees who
are university graduates or their equivalent can transfer sponsorship twice,
after two years of service with their sponsor.
The new sponsor must pay a fee of Dh. 3,000/- Post-graduate employees
can transfer sponsorship without limit after at least one year with their
sponsor. However, those with open contracts do not have to wait for one year
for a change. The fee for this category is Dh. 1,500/- Once an employee exhaust
the limit of allowed number of sponsorship transfers, he will have to leave the
country and face a six months to one year ban on getting a fresh employment
visa. Those who fulfill their obligations under their previous job contracts
will receive a six-month ban and those who do not, will receive a one-year
ban. As per the new regulation, all
expenses related to sponsorship transfer should be borne by the new employer.
Introduction of special visas for professionals:
As per a new
law, introduced by the UAE’s Interior Ministry, professionals can obtain a 6
months visa for temporary assignments in the country. The visa will be issued
for an initial period of 90 days for a fee of Dh. 600/- and could be extended
for another period of 90 days for a fee of Dh. 1,200/-. Introduction of this
visa is to help companies meet requirements of professionals on a temporary
basis. This is also intended to
discourage companies that employ people on visit visas, which is against the
law of this country.
It is also
understood that the current visit visa system remains unchanged, where one
could enter the country on a visit visa issued for an initial period of 60 days,
for a nominal fee of Dh. 100/-, and extendable for another period of 30 days
for a fee of Dh. 500/- . An urgent visit visa will attract a fee of Dh. 200/-
Work permit for expatriates over 60 years of age:
On special
cases, private companies in the country can retain their expatriate employees
over 60 years of age, provided proof is given on the essentiality of such
persons services for the benefit of the company. The employer then will have to
pay the Ministry of Labor and Social Affairs, a fee of Dh. 5000/- per person,
plus some administrative charges. The
renewal of the work permit will be for one year.
NEW BOOKS IN JETRO DUBAI BUSINESS LIBRARY:
(JETRO Dubai’s Business
Library has a good line up of books and periodicals from Japan and the GCC countries. We welcome businesspersons to visit our
library and make use of the reference materials. We are open for the public between 9 and 12 hours, Monday through
Thursday)
Publications from Japan
1.
Institute of Developing
Economies – Annual Report 2005
2.
An Advertisers Guide to
Magazines in Japan 2005-2006
3.
Osaka Trade Director
2004-2006
4.
Industries in Wakayama,
Japan
5.
The Japan Journal
Sept/Oct. 2005
6.
The Japan Economic Review
– Sept. 15, 2005
7.
Japan Spotlight – Bi-monthly magazine
Sept./Oct. 2005
8.
Asia-Pacific Perspective,
Japan Aug. Sept. & Oct. 2005
9.
Creation Core
Higashi-Osaka- A Guide of Osaka’s Excellent Companies Display Center
10.
Customs Tariff Schedule
of Japan 2005, By Japan Tariff Association
11.
Japan Statistical
Yearbook – 2005, By Japan Statistical Bureau.
12.
Emerging Business
Opportunities in Japan – composite Edition 2005, published by MIPRO
(Manufactured Imports & Investment Promotion Organization)
13.
IDE-JETRO Research
Activities 2005
Publications
from UAE and other GCC countries:
1.
OAPEC Monthly Bulletin –
Aug./Sept. 2005
2.
Central bank of Kuwait
Annual Report 2004/5
3.
Central Bank of Kuwait –
Qtrly Stat. Bulletin – April-June 2005
4.
Central bank of Kuwait –
Monthly Stat. Bulletin, June & July 2005
5.
Central Bank of Oman –
Monthly Stat. Bulletin, May/June 2005
6.
Central Bank of Oman –
Qtrly Stat. Bulletin, June 2005
7.
Al-Markazi Magazine, by
Central Bank of Oman – June/July 2005
8.
Monthly Sta. Bulletin –
Ministry of National Economy, Sultanate of Oman – August 2005
9.
UAE Central bank Annual
Report – 2004
10.
Emirates Industrial Bank
Journal – Sept. 2005
11.
Hilal Associates
Newsletter – Aug. 2005
12.
Al Ghorfa Magazine, by
FCCI, No. 98/15, 2005
13.
Al Ghorfa Magazine, by
RCCI, Sept. 2005
14.
Jebel Ali Free Zone
Official directory 2005
15.
The Economic Bulletin of
DCCI, Sept. 2005
16.
Cargo & Trade Magazine,
by DCFC, Vo. 2, 2005
17.
Al Shindaga Magazine, by
Al Habtoor Group- Sept/Oct. 2005
Major Trade Fairs in Japan during Jan – Mar. 2006
(For more details on each exhibition, please
surf the following website – http://www.jetro.go.jp/en/matching/j-messe)
· Jan. 7-9, Antique Jamboree – Tokyo
· Jan. 18-20, 23rd Electrotest Japan 2006 – Tokyo
· Jan. 18-20, 35th Internepcon Japan – Tokyo
· Jan. 18-20, 7th Printed Wiring Boards Expo (PWB) – Tokyo
· Jan. 18-20, 7th Int’l Electronic Components Trade Show – Tokyo
· Jan. 18-20, 7th IC Packing Technology Expo – Tokyo
· Jan. 18-20, 6th Fiber Optics Expo – Tokyo
· Jan. 18-20, Int’l Fashion Fair 2006 – Tokyo
· Jan. 19-20, Intermedia Forum 2006 – Osaka
· Jan. 25-27, 2nd Int’l Hydrogen & Fuel Cell Expo – Tokyo
· Jan. 25-28, 17th Int’l Jewellery Tokyo 2006 – Tokyo
· Feb. 1-3, NET & COM 2006 – Tokyo
· Feb. 3-5, Fishing Show Osaka 2006 - Osaka
· Feb. 7-9, Casual Apparel Exhibition (Frontier) – Tokyo
· Feb. 7-12, HVAC & R Japan 2006 – Tokyo
· Feb. 8-9, 2006 World Optical Fair – Tokyo
· Feb. 9-12, The 45th Tokyo Int’l Boat Show – Chiba
· Feb. 10-12, Life Garage Camping & RV Show 2006 – Chiba
· Feb. 14-17, Tokyo Int’l Gift Show (61st) Spring 2006 – Tokyo
· Feb. 16-27, The Int’l Sea food & Tech. Expo (3rd) - Osaka
· Feb. 21-23, Nano Tech 2006 – Tokyo
· Feb. 21-23, Nano Bio Expo 2006 – Tokyo
· Feb. 21-23, Neo Functional Material 2006 – Tokyo
· Feb. 21-24, Mekong Exhibition – (General Exh. ) – Tokyo
· Feb. 24-26, 40th Japan Golf Fair 2006 – Tokyo
· Mar. 1-3, Asian Fair for Consumer Goods – Tokyo
· Mar. 1-3, 2006 Super-Market Trade Show (40th) – Tokyo
· Mar. 7-10, Japan Shop 2006 (35th) Tokyo
· Mar. 7-10, Architecture + Const. Materials 2006 – Tokyo
· Mar. 7-10, Retail Tech Japan 2006 (22nd) – Tokyo
· Mar. 7-10, IC Card World 2006 – Tokyo
· Mar. 7-10, Security Show 2006 – Tokyo
· Mar. 8-10, Franchise Show & Business Expo 2006 – Tokyo
· Mar. 10-12, Int’l Auto Aftermarket Expo (5th) - Chiba
· Mar. 14-17, HCJ 2006 (Hoteres Japan / Caterex Japan / Food Service Equipment Show – Tokyo
· Mar. 14-17, Foodex Japan 2006 - Chiba
· Mar. 22-24, Tokyo Health Industry Show – Tokyo
· Mar. 23-26, Tokyo Int’l Anime Show – Tokyo
EXPO 2005, Aichi – Japan, ends
successfully.
A total of 22 million visitors
witnessed the grand exposition:
The WORLD EXPO, an exposition of global harmony, held at Aichi in Japan, ended on 25th September 2005 with a successful note. The exposition, held every 5 years in different countries, is the world’s foremost exposition brining world nations under one roof. EXPO 2005 AICHI JAPAN, which lasted for 185 days, emphasized the close links binding humanity to nature in the 21st century through its theme “Nature’s Wisdom”. The EXPO gave its more than 22 million visitors, throughout the EXPO, a chance to experience at first-hand, the leading-edge technologies, new social systems and future lifestyle that may provide solutions to the many serious issues now the entire world is facing. This was also an opportunity for people from all nations to share their varied
insights and unique approaches, and to lay the foundations for working together on a global scale.
In addition to a host of international organization, a total of 125 countries officially participated in the Expo. Volunteers who toiled for the successes of this Expo, day and night, totalled 108,485, including the Kids EXPO Team of 1,874 members. Volunteers included housewives, company employees, university or vocational school students, high-school students, public employees, self-employed people and many others.
Survey results of pattern of foreign
visitors:
Survey dates
|
10 June |
5 July |
18 July |
23 Aug. |
7 Sept. |
Total visitors |
120,620 |
93,207 |
116,231 |
126,162 |
155,915 |
Foreign visitors |
5,302 |
5,197 |
6,059 |
5,786 |
5,847 |
Of which, tourists |
3,966 |
4,462 |
5,245 |
4,717 |
4,962 |
Residents |
1,336 |
735 |
814 |
1,069 |
885 |
% of foreign visitors |
4.4 |
5.6 |
5.2 |
4.6 |
3.8 |
As
per the analysis of the above 5 surveys, visitors from Taiwan constituted the
most number with a share of 18.8%, while from Korea it was 15.7%. People from USA averaged 13.0%, China 11.0%,
Australia 4.1%, Canada 4.0%, France 3.2%, Hong Kong 3.0%, Philippine 2.6% and
Germany 2.0%.
Results of survey on foreign visitors on
7th Sept. 2005:
Country/Territory |
No.
of foreign visitors |
Share
% |
Total
foreign visitors* |
5,847 |
100.0 |
China |
841 |
14.3 |
Taiwan |
811 |
13.8 |
USA |
723 |
12.4 |
Korea |
718 |
12.3 |
Australia |
342 |
5.8 |
South
Africa |
331 |
5.7 |
France |
314 |
5.4 |
Canada |
268 |
4.6 |
Hong
Kong |
155 |
2.7 |
Philippines |
124 |
2.1 |
Others |
1,220 |
20.9 |
* Total foreign visitors on 7th
September were from 57 countries and territories
The WORLD EXPO organizers have selected the City of SHAGHAI in China to be
the host City to hold the next WORLD EXPO in 2010.
Published
and circulated by JETRO Dubai, P.O. Box 2272, Dubai, United
Arab Emirates. Tel-+971-4-3328264, Fax-+971-4-3328305 Editor :Yoshio Minagi E-mail: jetrouad@emirates.net.ae Sub
Editor : David Thomas E-mail:
jetrodt@emirates.net.ae Editorial
Assistant: Ninan E-mail: jetromn@emirates.net.ae URL:
http://www.jetro.go.jp/uae
Circulation is free, on a private basis