Mochibun kaisha
Mochibun kaisha (持分会社) are a class of corporations under Japanese law.[1] While mochibun kaisha have legal personality as corporations, their internal functions are similar to partnerships, as they are both owned and operated by a single group of members (社員, shain).
Types
There are three types of mochibun kaisha:
- Gōmei gaisha, in which all members have unlimited liability for the company's debts (similar to a general partnership)
- Gōshi gaisha, in which some members have unlimited liability and some have limited liability (similar to a limited partnership)
- Gōdō gaisha, in which all members have limited liability (very similar to a U.S. limited liability company)
Mochibun kaisha are formed by preparing articles of incorporation and depositing the articles with a local Legal Affairs Bureau.
The Japanese civil code also provides for partnerships (組合, kumiai), a different type of business organization. Civil code partnerships lack legal personality and are mainly used for investment funds and professional firms.
References
- Nottage, Wolff & Anderson; Luke Nottage; Leon Wolff; Kent Anderson (2008). Corporate governance in the 21st century: Japan's gradual transformation. Edward Elgar Publishing. p. 121. ISBN 1-84720-923-8.
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