The Unibanco Letters - Dual-Hatting Regulations and Global Enforcement
Forms of Organization – non-Japanese
•
•
.
The FIEA allows foreign established entities that are equivalent to the acceptable Japanese forms of entities to register
as FIBO
In order for a foreign entity to register as a FIBO conducting Type 1 or DIM activities, the foreign entity must register a
Japan branch
An offshore Type 2 organization is required to appoint someone as a Japan representative
The most common form of foreign entity used is a foreign joint stock corporation, such as a Cayman Islands exempted
company or a Delaware corporation
• In order to establish a Japan branch, the foreign joint stock corporation would be incorporated in its foreign jurisdiction in
the normal course
.
Following incorporation, a corporate resolution is passed by the foreign entity to establish a Japan branch and a
registration is filed with the legal affairs bureau
•
a physical address in Japan
•
Requirements to register a Japan branch are:
the appointment of a representative in Japan, who is someone equivalent to the branch manager and resides in Japan
- the date of the branch establishment
If using a foreign stock corporation, as is commonly done, certain additional steps are required in order for the Japan
branch to qualify as a FIBO registrant:
1. There must be a board of directors (consisting of at least three directors); and
2. There must be a statutory auditor appointed
Morgan Lewis
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