Procedure and Points to Note when Doing the Procedures for Increasing Capital by Yourself

Introduction.

The other day, for the first time in a long time, I prepared the documents for capital increase procedures by myself and submitted them to the Legal Affairs Bureau. The Legal Affairs Bureau called me and asked me to correct it (they were very kind to me), so I am writing this as a reminder.

I used to do the same paperwork at my old company, but it’s not something I do that often, so I feel like I forget every time and keep making the same mistakes over and over.

In this case, we will use the example of a company without a board of directors.

There are two types of applications: online application and written application, but since this application was made in written form, it is described in written form.

The paperwork is not that difficult, and a simple capital increase can be done in 30 minutes, so it is better to do it yourself in a jiffy, and if there are any corrections, just follow the instructions of the person in charge.

Documents required for application for registration of issuance of shares for subscription (in the case of a company without a board of directors)

The following six documents are required

• Application for registration of corporate change (like a cover page)
• Minutes of the General Meeting of Shareholders
• Shareholder list (list of shareholders before the capital increase)
• Document evidencing an offer to subscribe for shares to be offered or a general underwriting agreement
• A document certifying that the capital has been paid in (a bound copy of the bankbook)
• Certificate of capitalization

So much paperwork is required just to increase capital! I feel like, “Why do we need so many documents just to increase the capital?

Hold a shareholders’ meeting to announce the capital increase (+ list of shareholders at that time)
→New shareholders apply to subscribe for shares (application to subscribe for offered shares)
→ (actually transfer the increased capital to the company’s bank account)
→Certificate of actual payment + copy of bankbook
→Completion of capital increase (certificate)”

and then prepare and submit the documents at each step.

The application form for registration and templates of documents required in addition to the application form can be downloaded from the website of the Legal Affairs Bureau.

PDF

https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html#anchor1-5

Word

https://houmukyoku.moj.go.jp/homu/content/001249525.doc

Incidentally, not only documents related to capital increase, but also various documents (establishment, office transfer, dissolution, change of directors, etc.) for various corporate forms such as joint-stock companies, limited liability companies, NPOs, medical corporations, real estate, etc. are available in templates, so you should first visit the website of the Legal Affairs Bureau to check the required documents and formats. You should first visit the website of the Legal Affairs Bureau to check the required documents and formats.

You can download the application form and they provide detailed notes on the downloaded application form.

At first, without downloading the required forms from the Legal Affairs Bureau’s website, I threw a prompt to ChatGPT to “prepare these six forms,” and it printed them out, so I submitted them as they were, but then I had to resubmit them because the forms were different (although the essential contents were the same). It is better to download the form from the website of the Legal Affairs Bureau.

Bulleted notes as a reminder

• The general meeting of shareholders and the subscription application certificate for subscribing shareholders must be listed at least one day prior to the actual payment date. The same date is not allowed under the Companies Act.
• The subscription application certificate requires the seal of the new shareholder, but this one was fine with an electronic seal (e.g., CloudSign) and a printed document of it.
• The list of shareholders is the list of shareholders before the capital increase. Since this list is used in the minutes of the shareholders’ meeting at which the capital increase is carried out, it is not possible to write a list after the capital increase, as a matter of course.
• The seal is still required as of July 2024. The seal of the representative director of the company. It is better to have two seals, including a discarded seal, for each document so that the person in charge at the Legal Affairs Bureau can make corrections (although not all corrections can be made).
• Documents can also be amended by mail. In this case, write the receipt number (the Legal Affairs Bureau representative will tell you) in an obvious place on the envelope. By doing so, the Legal Affairs Bureau will immediately know which company the application is from.
• The counter does not check the contents of the documents until they are incomplete. They only check to see if the required documents are in order.
• Stamp fee: 30,000 yen (if the amount exceeds 30,000: the amount obtained by multiplying the increase in the amount of capital by 7/1000) → Can be purchased at the counter.

I’ve been thinking it’s time to switch to online applications, but haven’t been able to do it yet. Maybe I should do it soon.