Blog

Assumed that X company is in the state of capital deficit.

.
Assumed that X company’s current stated capital amount ( shihon kin = 資本金 )  is 10 million yen. In order to solve capital deficit of 10 M yen, another 10 million yen is required.

( The number of issued share ( = Hakkouzumi kabushiki sousuu = 発行済株式総数 )  is 1000.   The number of shares authorized to be issued ( = Hakko kanou kabushiki sousuu = 発行可能株式総数 )  is 10,000 )..
So, it may issue 1000 shares ( it issues each share by 10,000 yen )..
However, the company needs to know paragraph 2 of Article 445 of companies act ( Kaisha hou = 会社法 )..

Article 445　(1)　Unless it is otherwise provided for in companies Act, the amount of stated capital of a Stock Company is the amount of properties contributed by persons ( investors ) who become shareholders at the time of incorporation or issue of shares.
.
(2)　The amount not exceeding half of the amount of the contribution under the preceding paragraph may not be included as stated capital..
.
(3)　The amount not included as stated capital pursuant to the provisions of the preceding paragraph shall be included as capital reserves ( shihon junbi kin = 資本準備金 )..

These sentences want to say that at least 50% of money paid by contributors should be included in stated capital amount..

And the money that is not included in stated capital amount should be included in capital reserve..
.

So, if the investors have contributed 10 million yen,  at least 5 million yen should be included in stated capital amount..

And capital reserve ( shihon junbi kin ) is a kind of stated capital amount.
So, even after contribution of 10 million yen, X company does not have any surplus and can not pay dividends.ven.
.

In that case, X company should  determine as below.

.
.
1 It issues shares for 10 million yen and only 5 million yen is included in stated capital amount and another 5 million yen is included in capital reserve.

FYI.

X company can also include 10 million yen to capital amount, if it wants.
But, it increase the amount of registration tax.
The amount of Registration tax of issue of shares :  The amount of increased capital amount × 7 /1000.
So, if X company increases capital amount by 10 million yen, the amount of registration tax is 10 million yen × 7 /1000 = 70,000 yen.

On the other hand,  if X company increases capital amount by 5 million yen ( another 5 million yen is included in capital reserve ), the amount of registration tax is 5 million yen × 7 /1000 = 35,000 yen.

Balance sheet of before issue of shares.

After issue of shares ( Assumed 50% of contribution is included in stated capital amount ) .

.
.
2  X company reduces in stated capital amount by 5 M yen.
.
This 5 M is transferred to capital surplus ( Shihon joyo kin = 資本剰余金 )　.
.
.

.
In this way, X company has prepared 10 M yen ( It is recorded in capital surplus ).
.

Once money is included in capital surplus, the company can use the money to pay salary or buy wholesales.
.
Or X company can use this 10 M yen to disposition of deficit.
.

.
.

.

.
In order to reduce stated capital amount and capital reserve, X company needs to make public notice based on  article 449 of companies act.

.

.X company needs to make public notice in official gazette = Kanpou.

Even if it is stipulated in articles of incorporation that the method of public notice shall be conducted in website of X company.

So, it will cost 50,000 yen to 200,000 yen.

You can also refer to “Debt Equity Swap in Japan“.
.
.

.