Degree Name

Master of Arts (MA)


In May of 1993, I came to Japan to manage the Washington, DC branch office of the inlingua School of Languages in Tokyo, Japan. The owner of both schools, Mr. Ed Nef, wanted to form a Japanese corporation with the participation of two Japanese partners. I was sent over to Japan to manage the smooth transition of the Tokyo branch office to a Japanese corporation.

In addition to my administrative duties, I was entirely involved in the formation of the new company and the dissolution of the old company. The process of incorporation in Japan is very involved and most companies entrust these business transactions to accountants and lawyers who are thoroughly familiar with incorporation regulations and procedures in Japan.

The small business manager who must form a Japanese corporation on his/her own must rely on resources such as the Japan External Trade Organization (JETRO) and business center library information. I will use information gathered from print material and published by the Japan External Trade Organization as the theoretical framework from which I will work in writing my thesis. In addition, other relevant information from various print sources and interview material will be included where appropriate.

I will use my own situation as the American manager of a Tokyo language school which was converted from a branch office into a Japanese limited liability (yugen gaisha) company as a case study. I will include sample documents and legal forms which demonstrate the paperwork process required of forming a limited liability company in Japan. Where it is inappropriate to include company specific confidential information I will reserve the right to change some information to more general terms.

This task was undertaken first to summarize and provide documentation in English of the process of incorporation for my American supervisor, Mr. Ed Nef. Secondly, I hoped to make information on incorporation more accessible and easy to understand. I thoroughly researched the existence of print materials that explained the how-to's of incorporation in Japan. There are some materials in English but these are limited and for the most part I determined the need for an easy to understand reference through my own experience and the disappointing lack of information on the subject of forming a limited liability corporation. It is becoming easier for the entrepreneur to incorporate in Japan, and particularly for those who wish to form a small corporation, there is a need for an English reference on the yugen kaisha or limited liability corporation.

It is my hope that my paper may prove to be a useful and easy to understand guide/workbook to get the foreign businessman/woman started in forming a limited liability company in Japan and to understand the process, although obtaining professional help and advice is advised when possible.

I will also include any specific cultural problems/challenges I have encountered. Any learnings from the School for International Training that are applicable will be included in my capstone paper.

The reader of this paper should keep in mind, however, that there may be some variables in procedure according to industry and the special needs of each company. Laws and procedures are also subject to change.


Business Administration, Management, and Operations