FREQUENTLY ASKED QUESTIONS
MERGER AND ACQUISITION ADVISORY & BROKERAGE
While it is true that it is very difficult, it is not impossible.
It is possible if there is a company that wants to acquire your special technology or know-how via strategic M&A
We offer free consultations on M&A and business succession.
We do not charge any fees for either the transfer or acquisition of a company or business until you sign a formal intermediary contract with us.
Our basic fee structure
The basic fee for both the transferor and the transferee is an up-front fee plus a success fee.
For seller, we charge a small fee for the valuation of the company (stock price calculation fee) and a contingency fee upon closing.
For buyer, we charge an information provision fee when we start providing information in earnest, and after that, we basically charge a success fee.
After that, the fees are basically based on a contingency fee system. These fees vary depending on the size of the transferred company’s assets for both buyers and sellers.
Fees that are considered to be highly cost-effective
For the owner of the transferring company, the transfer of the company through M&A is usually a once-in-a-lifetime event, and it is the total closing of the entrepreneur’s life. Therefore, it is advisable to select an intermediary company that can provide satisfactory services, in order to find a better partner.
Recently, there has been an increase in the number of people who have come to us to consult again, saying that they were unable to find a partner at other agencies. If you take the long way around, you will end up losing opportunities, time, and money.
Japan M&A firm that provide bilingual service are few and hard for international company to find a match since most M&A in Japan has specialties approach that maybe hard to find a good match.
There are some documents that are better to have, but for consultation it is not mandatory to prepare document
If you are not sure,please contact us as soon as possible and we will advise you according to your situation.
The time required to sell a company depends on the reason for selling the company.
If the reason for selling the company is the absence of a successor, and you want the successor to take over not only the simple survival of the company but also its philosophy and management policy, we will take the time to select a suitable partner, discuss with both parties, and confirm the management philosophy. In this case, we ask that you allow at least six months for the process.
In addition, if the M&A needs to be done quickly due to the company’s cash flow or the president’s health condition, we can also focus on speed.
In addition, the ease of finding a partner will vary depending on the industry, region, and desired conditions.
If a company is the target of strong acquisition needs, it will be easier to find a potential buyer and there is a greater chance that the desired conditions will be met, which will relatively shorten the M&A period.
For Cross border M&A some documents will take time to prepare and will require some translations.It is difficult to say how long it will take, but it is best to prepare for it with time to spare..
The presence of a good intermediary/advisor can facilitate the following
(1) Find the right M&A partner
(2) Enable smooth communication, including the negotiation process between buyers and sellers
(3) Make sure there are no excesses or deficiencies in M&A arrangements.
In M&A, an intermediary with no know-how is not necessarily useful. However, the support of a competent intermediary will not only facilitate the completion of the M&A, but will also facilitate the after M&A.
(1) Identifying M&A partners
In M&A, it is necessary to find a partner whose management culture is compatible with the company’s business and who can generate synergies in the business domain. In many cases, it is not possible to search only with the company’s own information, so the presence of an intermediary can be helpful.
(2) Smooth communication
Negotiating the purchase and sale of a company is not a simple task, as the owner of the transferring company and the person in charge of reviewing the transferee company have different views on life, values, and feelings. As an intermediary between two parties with different views on life and values, we work from a neutral position to find a compromise from the perspective of the survival and development of the company.
Communication is important not only between buyers and sellers.
It is extremely difficult to decide when and how to make an announcement to employees. Depending on how you do it, the motivation of your employees after the transaction may be completely different.
Mergers and acquisitions are not just a matter of handling the purchase and sale of a company legally. Concluding an M&A with both companies highly motivated to manage the group will lead to mutual enhancement of corporate value, and an experienced and knowledgable intermediary is essential to achieve this.
(3) Arrangements without excesses or deficiencies
Negotiations for the purchase and sale of a company (M&A) require a wide range of arrangements.
These include stock price negotiations for the owner, treatment of employees, and succession methods. In addition, M&A as a corporate sale and purchase involves many laws such as the Companies Act and various tax laws, and many contracts and memorandums of understanding must be prepared to protect the company after the contract is signed. It can be quite difficult for the parties involved to decide on each of these issues fairly.
With an experienced intermediary as an interlocutor, it is possible to understand the meaning of the agreement and the risks involved, and to comprehensively determine the priority of the agreement to the mutual satisfaction of both parties. This can prevent problems later on and is effective in risk management.
JAPAN BUSINESS DEVELOPMENT
Kabushikigaisha is a native legal entity, responsible for its own assets, liabilities, and disputes, and is completely and legally separate from its foreign parent company.
Setting up a KK is much costly and require to notarize the company articles.Howeve despite the cost of KK.
(2) Branch office
A branch is considered an extension of the overseas parent company, and the parent company is legally responsible for liabilities and disputes arising from it’s Japan branch.
(3) LLC (limited liability company)
It is easier and less costly to register than a kabushikigaisha and is more convenient for small businesses.However while it is less costly than Kabushikigaisha, It has less credibility on trust and it’s shareholder are legally responsible based on the investment amount
(4) Sole proprietorship
This is a common setup for Japan residents.
A sole proprietorship is not registered like a corporation. It also easier to set up and operate than corporations, but in terms of social credibility. Some companies prefer to avoid contracting with individuals and prefer to do business with corporations.
these 4 are common setups, depend on your needs we may propose other company structure
We offer all of our services in Japanese and English
Yes it is possible.
You can use a virtual office and manage account via online.
If it is local it may take around 2 weeks to prepare documents, check and file.
If you have a Japanese Partner it is usually about 3 weeks. If you don’t have any partner in Japan it may take about more time as some documents may require translations and a time to discover your needs and propose the best structure.
It is safe to say for international clients as 1 month to max 3 months from preparation to final registration in Ministry of Justice.
If there is any specific date when you want to estblished the comppany, we will work to have all the proess completed on your preferred establishing date.
Yes it is. But it will be difficult if you don’t have a representative in Japan. Japan Bank are very strict and require an interview with the CEO or the company representative.
While it is best to be able to meet and discuss your insurance needs in person, it may be difficult to do so in some situations. In such cases, we offer online consultation to review and analyze insurance.
Once you submit your existing insurance policies and we analyze them on our end. Depending on the number of insurance policies to be analyzed, the insurance review analysis can take anywhere from one to seven days. Once we have the results of the analysis, we will set up a date and time for the consultation based on the results and documents. After the analysis, the insurance review consultation usually takes about one hour. Please be assured that there is no charge for the length of time.
Our Insurance consulting and brokerage is limited to corporate that is located in Japan.
La Cuna specialized in corporate insurance consulting and brokerage.
We require the following.
1.Must be a corporate established in Japan
2.The insure person / contractor must understand the insurance policy
it is required to understand the insurance policies.
so it is ideal to have atleast N3 above Japanese language level
4.Must clear insurance company policies, conditions
REAL ESTATE CONSULTING
There are no restrictions in Japan real estate ownership. It is possible for Japan non resident , foreign entities to directly own land and buildings in Japan or hold trust beneficiary interests under the laws of Japan. Having said that, it is quite common to own real property or to hold beneficiary interests through a Japanese entity.
It is also commmon for foreign companies to set up a Japanese entity to acquire a real estate property.
For foreign entities it is necessary to conduct a tax analysis in order to determine which is more advantageous in terms of corporate tax, withholding tax, and other taxes on acquiring or selling Japan real estate.
Ownership of land and buildings on the land is separate.
In Japan a Shakuchiken is a practice where it is possible to own a building on land owned by a third party. In such a case, the owner of the building needs to have leasing right to, or other legal grounds for owning a building on, the land.
A Shakuchiken is much popular approach on capitals , big cities.
While for foreign owner and entities they much likely to own both land and building to avoid any conflicts and manage properties without worrying about the land lease expiration.
1. Fixed Asset Tax, City Planning Tax
2. Real Estate Acquisition Tax,
3.Registration and License Tax
4. Consumption Tax
5. Income Tax
*commercial real estate
Please check the real estate column for further details.
In most cases, foreign investors who do not have permanent residency and does not have Japan residency, purchase real estate in cash. There are also some foreign financial institutions that offer real estate investment loans for foreign investors. If you have a corporation established for real estate investment in Japan, you may be able to use a real estate secured business loan by Japanese bank. Japan bank interest rates are quite low compared to other countries.
Housing loan at variable rate is 0.39% lowest and 0.65% for average. Fixed term is ranging fom 1.32% to 1.62%
Real estate invesment loan is ranging from 3% above.
All instituition has some requirements and conditions so it is important to find a financial product best suits your investment purpose.