Mochibun kaisha (持分会社) are a class of corporations under Japanese law. 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).
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 specialized investment purposes.
See also
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