Legal Registration for Private Placement

Monday, January 9, 2012
In Japan, there are qualifications to act for "Legal Procedure"
  • Certified Tax Accountant for 'Tax office'
  • Shiho-shoshi Lawyer for 'Legal Affairs Bureau / Court'
  • Gyosei-shoshi Lawyer for 'Government office'
  • Patent Attorney for 'Patent Office'
That means for a company, must choose to ask those agencies, or to do by themselves on the "Legal Procedure". In either case, it has to be exactly recorded as a company Operation.

Introduce a Workflow and leave exact record of Operations. Not only leaving the deliverables of Capital proceedings, you'd better to try to share realtime progress of Legal Registration.

Here, we introduce a Workflow for "Capital Increase" (Capital proceedings). The final document which created at the end of the Workflow is "Application for Corporation Alteration Registration" for 'Bureau of Legal Affairs', but it is a long way to get there...

[Capital proceedings - Stockholders' Meeting]

[Capital proceedings - Stockholders' Meeting [3. Create Board minute]]

There is a configuration of Split if the Stockholders' Meeting is necessary or not in the middle of this Workflow. It is required when Allocation of New Stocks to a Third Party (and Public Offering) by a Company with Restriction on Transfer. (Not necessary for a Open Company or Rights issue.)
At the task of [4. Check Board minute], it is more specific to prepare for "Resolution of the allocation of stock" (coming after "the Stockholders' Meeting") as well as decision of Convening "the Stockholders' Meeting".

By the way, this model can be modified to "Requesting a Shiho-shoshi Lawyer for registration flow", by setting Shiho-shoshi Lawyer-swimlane and placing tasks of 2. 4. 6. and 11. We want your reference to suit your company.

[7.] Notice of Issuance of Stocks private placement
[7.] Underwriting Card
[10.] Matters to be stated in the stockholder registry
[11.] Application for Corporation Alteration Registration

Recently, although many are being mitigated, "Legal Registration" is very tedious. In Japan, electronic authentication and online registration are being developed as well, but still is hard to say convenient. And as a practical matter, we must "Register" the company seal (Hanko) itself.

There are lots of cases that the Government schemes will be barriers against improvements by Workflow. As Questetra Inc., we want to contribute to efficiency those thing somehow.

By the way, we Questetra Inc., a company "Making a fun out of your routine!",is a Company with Committees which is electronic registered in the electronic articles by ourselves.