持分会社

A mochibun kaisha is a type of business corporation in Japan, distinguished from a kabushiki kaisha in that shares of stock are replaced by "interests," or mochibun (literally "held portions") that are generally not transferable without the consent of all the investors.

There are three basic types of mochibun kaisha:

  1. Gomei kaisha (合名会社) - All investors have unlimited liability.
  2. Goshi kaisha (合資会社) - Certain investors have unlimited liability; others have limited liability.
  3. Godo kaisha (合同会社) - All investors have limited liability.

The three types are roughly comparable to general partnerships, limited partnerships and limited liability partnerships in common law countries. The biggest formal difference is that mochibun kaisha are all corporations, and are therefore considered to be completely separate from their investors for legal purposes. The corporate personhood of a mochibun kaisha begins when its incorporation is registered at the local Legal Affairs Bureau.

Mochibun kaisha suffer from a distinct disadvantage: ever since it became possible to start a kabushiki kaisha with one yen of capital and one director, there is almost no reason to choose a mochibun kaisha form over a kabushiki kaisha form. Unlike the US, where there may be tax advantages to choosing a partnership structure, a mochibun kaisha gets no tax advantages in Japan. The biggest benefit of the mochibun kaisha structure is that board and shareholder meetings are not required, but the flip side of that benefit is that outsiders view mochibun kaisha as companies for small fry businesses that can't afford a lawyer to do their filings.

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