So far, the company has been classified into four forms: “Co., Ltd.”, “Limited Company”, “Joint Stock Company”, and “Joint Name Company”.Due to the enforcement of the Heisei 18 Corporate Law, the establishment of a limited company has become one of four companies: “Co., Ltd.”, “Joint Company”, “Joint Company”, and “Joint Company”.Instead of being able to establish a limited company, the new company is a joint company.
In the case of a joint company (LLC), all investors are “limited liability”, so it is the same as the corporation because it is the responsibility to the amount of the investment.
The most important decision of the company, the “Articles of Incorporation”, which is called the constitution of the company, can be more flexible than that of a corporation.The management of the company itself can be decided freely by the investment.
A joint company is a company that makes the most of “people” in a completely new form of company where “excellent technology but poor capital power”, such as experts (engineers) and “small and medium-sized enterprises”, can work in cooperation with large companies.
In the United States, which is a developed country of LLC, about 70% of the companies that start businesses are said to be limited liability companies called LLC (Limited Licensing Company), and are widely utilized in joint development and IT fields.
We only assume investment stake in our business.
2Internal Autonomy Principles
The distribution of profits and losses can be determined freely by the union members regardless of the amount of investment.The provision of labor, intellectual property, and know-how can be “different from the investment ratio” in accordance with the degree of contribution.
3Limited liability system
All joint company (LLC) investors (employees) are limited liability.As for the scope of limited liability, the investor is only responsible for the scope of the investment.However, we have set up regulations to protect our creditors in exceptional terms.
4.Securing joint enterprise
All investors make decisions for llc.In addition, it is a principle that all members carry out their duties, so they must have a role to play.Shareholders are not allowed to “just pay and ask for more money” are not allowed.
Similar to the Limited Liability Partnership (LLP), the big difference between LLP and LLC is whether there is a corporate tax.Llp is a union, so there is no legal character, but LLC has a legal character.(Same as Co., Ltd.) llp requires “at least two employees” for the number of investors, but LLC can establish as many as one employee.
(It can be established by one person only.)）
It is possible to change the organization to a corporation.In other words, we are considering establishing a joint company that does not have a cost of establishing a company at first, and then reorganizing it into a corporation when the size of the company increases.One of the attractions of llc is that we can do this by producing small and growing large.
And, the distribution of the profit and loss is decided by “Ratio of the investment amount” in the corporation, and the distribution is done according to the ratio if the ratio of the investment is large.
On the other hand, in the case of a joint company, it is not necessary to necessarily base the percentage of the investment, and the person who worked hard can obtain a fair compensation (distribution).For example, i think it is difficult for an individual to make a large amount of investment.
For example, when a pharmaceutical company and a professor work together in a corporation, the profit dividend is determined by the investment (e.g., 9:1) ratio, so the profit flows to the company (9), so unfortunately the individual professor cannot obtain the profit from the knowledge provided.However, since the joint venture (LLC) can flexibly distribute according to the degree of contribution regardless of the contribution ratio, the reverse dividend of company 9 and Professor 1 can be made possible if the company accepts.
Specific Examples of Joint Company (LLC)
Cooperation between small and medium-sized enterprises
Cooperation between small and medium-sized enterprises and large corporations
・ Industry-academia collaboration between engineers, university professors and pharmaceutical companies
・ Cooperation between farmers and the processing industry and distribution industry
You can use the joint company depending on the idea.
Decide on the company’s “employee”.
Decide who will invest in the joint company.This employee can be an individual or a corporation.
Create the Articles of Incorporation
The Articles of Incorporation are the most important things that are called the constitution of the company.There is an absolute description of this article of incorporation and must be stipulated in the Articles of Incorporation.Other “relative descriptions” and “voluntary matters” can also be described, but the content varies from company to company.
In the case of a corporation, the effect will not occur unless you receive the “Articles of Incorporation certification” at the notarized public office, but in the case of a joint company, you do not need to certify the Articles of Incorporation.However, it is necessary to attach the income stamp to the paper-based articles of incorporation, but it is not necessary in the case of the electronic articles of incorporation.
Implementation of investment
After the articles of incorporation are created, all employees pay for the provision sit-ins before they register their establishment.
Application for establishment “registration”
We will apply for registration at the Legal Affairs Bureau, which has jurisdiction over the location of the head office.
Similar to the Limited Liability Partnership (LLP), the big difference between LLP and LLC is corporate taxation.Because LLP is a union, there is no legal character.LLC has a legal character.(Same as Co., Ltd.) llp requires “at least two employees” for the number of investors, but LLC can be established with only one employee.(It can be established by one person only.)）
Because it has a legal character, it is possible to change the organization to the corporation.In other words, we are considering establishing a joint company that does not have a cost of establishing a company at first, and then reorganizing it into a corporation when the size of the company increases.One of the attractions of llc is that we can do this by producing small and growing large.
Finally, the biggest attraction of the Joint Company (LLC) is that even if money is low, if you work hard to contribute to the profit, you will be able to focus on the people who can pay (profit sharing) according to their contributions, and motivate them.