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Dissolution and Liquidation of Japan Subsidiary Company (Kabushiki-Kaisha or Godo-Kaisha). Closure Procedure and Steps. Closure Registration Certificate. Tax Office and other Statutory Requirements.
The following procedures are required when dissolving/liquidating a Subsidiary Company (Kabushiki-Kaisha, Godo-Kaisha, or Yugen-Kaisha) in Japan.
The company must give at least two months' notice to creditors for submitting objections(if any) before proceeding with the liquidation.
If the company has negative net assets, the company cannot independently complete the usual liquidation procedures; instead must follow special liquidation procedures under the direction of a court.
The Steps and Procedure for Closing a Company in Japan. Dissolving and Liquidating a Subsidiary Japanese Company. (Kabushiki-Kaisha (joint-stock corporation) / Godo-Kaisha (LLC)) / Yugen Kaisha):
1] Resolution at the general meeting of shareholders or equivalent on the dissolution of the company and the appointment of a liquidator.
2] Application to the Legal Affairs Bureau for “Registration of the Dissolution” of the company and the appointment of a liquidator.
3] Submit Notification to tax authorities regarding the dissolution of the company and the appointment of a liquidator.
4] Call for creditors re objections (if any) for liquidation of the company, on an individual basis and also through a public notice in the official gazette (mandatory), and to attend claims (if any).
5] Preparation of a balance sheet and inventory of the property at dissolution.
6] Approval by a general meeting of shareholders or equivalent of the above balance sheet and inventory of property (Notification to be delivered to members in the case of a limited liability company).
7] Ascertainment and distribution of residual assets.
8] Resolution approving the conclusion of liquidation at the general meeting of shareholders or equivalent (only after the mandatory stipulated period of individual notice and a public notice in the official gazette is over and no claim and or after the settlement).
9] Application for registration of the completion of Liquidation of the Company with the Legal Affairs Bureau for Registration of the Closure.
10] Obtaining the Company Closure Registration Certificate from the Legal Affairs Bureau.
11] Final Accounts, BSPL needs to be prepared, and all taxes (in case of any dues and mandatory Inhabitant tax payment) need to be paid to close the company and submit the final tax return.
12] Closing company’s all corporate bank accounts.
13] Final Notification of Completion of Liquidation and Company Closure to Tax authorities, etc.
Completion of Registration of “Closing” of a Subsidiary Company In Japan.
For the time frame, please refer to the Company Closing Registration flowchart.
Corporate Number (NTA)
Japan Tax (NTA)
My Number (Japan)
Social Insurance (Japan)
Immigration Bureau (Japan)
Japan Visa (MOFA)