Mochibun kaisha

Mochibun kaisha (持分会社) are a class of corporations under Japanese law.^[1] While mochibun kaisha have legal personality as corporations, their internal functions are similar to partnerships, as they are both owned and operated by a single group of members (社員, shain).

Types

There are three types of mochibun kaisha:

Gōmei gaisha, in which all members have unlimited liability for the company's debts (similar to a general partnership)
Gōshi gaisha, in which some members have unlimited liability and some have limited liability (similar to a limited partnership)
Gōdō gaisha, in which all members have limited liability (very similar to a U.S. limited liability company)

Mochibun kaisha are formed by preparing articles of incorporation and depositing the articles with a local Legal Affairs Bureau.

The Japanese civil code also provides for partnerships (組合, kumiai), a different type of business organization. Civil code partnerships lack legal personality and are mainly used for investment funds and professional firms.

References

^ Nottage, Wolff & Anderson; Luke Nottage; Leon Wolff; Kent Anderson (2008). Corporate governance in the 21st century: Japan's gradual transformation. Edward Elgar Publishing. p. 121. ISBN 978-1-84720-923-8.