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53-408: Mitutoyo Corporation ( 株式会社ミツトヨ , Kabushiki Kaisha Mitsutoyo ) is a Japanese multinational corporation specializing in measuring instruments and metrological technology, headquartered at Takatsu-ku , Kawasaki , Kanagawa . It was founded in 1934 by Yehan Numata ( 沼田 恵範 Numata Ehan ). Mitutoyo was founded by Japanese entrepreneur Yehan Numata in 1934. Numata had spent the decade of

106-632: A modified version of Kunrei-shiki , which were used in the 1960s in courses given to US diplomats. The use of her books did not change the US government's hesitation to use Kunrei-shiki. As of 1974, according to the Geographical Survey Institute (now the Geospatial Information Authority of Japan ), Kunrei-shiki was used for topographical maps, and Modified Hepburn was used for geological maps and aeronautical charts. As of 1978,

159-423: A (so-called) "close company" ( 非公開会社 , hi-kōkai gaisha ) , in which case the company (e.g. its board of directors or a shareholders' meeting, as defined in the articles of incorporation) must approve any transfer of shares between shareholders; this designation must be made in the articles of incorporation. The articles must be sealed by the incorporator(s) and notarized by a civil law notary , then filed with

212-511: A K.K. is carried out by one or more incorporators ( 発起人 , hokkinin , sometimes referred to as "promoters") . Although seven incorporators were required as recently as the 1980s, a K.K. now only needs one incorporator, which may be an individual or a corporation. If there are multiple incorporators, they must sign a partnership agreement before incorporating the company. The purpose statement requires some specialized knowledge, as Japan follows an ultra vires doctrine and does not allow

265-468: A K.K. must have a board of directors ( 取締役会 , torishimariyaku kai ) consisting of at least three individuals. Directors have a statutory term of office of two years, and auditors have a term of four years. Small companies can exist with only one or two directors, with no statutory term of office, and without a board of directors ( 取締役会非設置会社 , torishimariyaku-kai hi-setchi-gaisha ) . In such companies, decisions are made via shareholder meeting and

318-477: A K.K. to act beyond its purposes. Judicial or administrative scriveners are often hired to draft the purposes of a new company. Additionally, the articles of incorporation must contain the following if applicable: Other matters may also be included, such as limits on the number of directors and auditors. The Corporation Code allows a K.K. to be formed as a "stock company that is not a public company" ( 公開会社でない株式会社 , kōkai gaisha denai kabushiki gaisha ) , or

371-447: A minor issue when deciding how to structure a business in Japan. As all publicly traded companies follow the K.K. structure, smaller businesses often choose to incorporate as a K.K. simply to appear more prestigious. In addition to income taxes, K.K.s must also pay registration taxes to the national government and may be subject to local taxes. Generally, the power to bring actions against

424-509: A price of less than ¥50,000 per share (effective 1982-2003 ), or operate with paid-in capital of less than ¥10 million (effective 1991–2005). On June 29, 2005, the Diet of Japan passed a new Companies Act ( 会社法 , kaisha-hō ) , which took effect on May 1, 2006. A kabushiki gaisha may be started with capital as low as ¥1, making the total cost of a K.K. incorporation approximately ¥240,000 (about US$ 2,500) in taxes and notarization fees. Under

477-495: A research and development facility in Kamata, Tokyo where he began to experiment with the creation of micrometers. Over a period of three years, Numata developed Mitutoyo's first product, a Japanese-manufactured micrometer. In order to promote the new product, a promotional towel was created, which read "The World's Best Micrometer." Following the breakout of World War II , manufacturing demand in numerous countries intensified, due to

530-425: A single character, U+3231 ㈱ PARENTHESIZED IDEOGRAPH STOCK as well as parentheses around U+682A 株 CJK UNIFIED IDEOGRAPH-682A and its romanization U+33CD ㏍ SQUARE KK . These forms, however, only exist for backward compatibility with older Japanese character encodings and Unicode and should be avoided when possible in new text. The first kabushiki gaisha

583-683: A system intended for those who have some command of Japanese, the government gave the impression of intolerant language management that would have dire consequences later on." Because Kunrei-shiki is based on Japanese phonology rather than the actual phonetic realization, it can cause non-native speakers to pronounce words incorrectly. John Hinds, the author of Japanese: Descriptive Grammar , describes that as "a major disadvantage." Additional complications appear with newer kana combinations such as ティ ーム (チーム) team . In Hepburn, they would be distinguished as different sounds and represented as tī mu and chīmu respectively. That gives better indications of

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636-517: Is kabushiki gaisha , with a ⟨g⟩ , owing to rendaku . A kabushiki gaisha must include " 株式会社 " in its name (Article 6, paragraph 2 of the Companies Act). In a company name, " 株式会社 " can be used as a prefix (e.g. 株式会社 電通 , kabushiki gaisha Dentsū , a style called 前株 , mae-kabu ) or as a suffix (e.g. トヨタ自動車 株式会社 , Toyota Jidōsha kabushiki gaisha , a style called 後株 , ato-kabu ). Many Japanese companies translate

689-635: Is based on the older Nihon-shiki romanization , which was modified for modern standard Japanese. For example, the word かなづかい, romanized kanadukai in Nihon-shiki, is pronounced kanazukai in modern standard Japanese and is romanized as such in Kunrei-shiki. The system competes with the older Hepburn romanization system, which was promoted by the SCAP during the Allied occupation of Japan after World War II. In 1930,

742-430: Is often translated as "stock company", " joint-stock company " or "stock corporation". The term kabushiki gaisha in Japan refers to any joint-stock company regardless of country of origin or incorporation; however, outside Japan the term refers specifically to joint-stock companies incorporated in Japan. In Latin script, kabushiki kaisha , with a ⟨k⟩ , is often used, but the original Japanese pronunciation

795-629: Is referred to as a company with a board of statutory auditors ( 監査役会設置会社 , kansayaku-kai setchi-gaisha ) . Close K.K.s may also have a single person serving as director and statutory auditor, regardless of capital or liabilities. A statutory auditor may be any person who is not an employee or director of the company. In practice, the position is often filled by a very senior employee close to retirement, or by an outside attorney or accountant. Japanese law does not designate any corporate officer positions. Most Japanese-owned kabushiki gaisha do not have "officers" per se , but are directly managed by

848-461: Is that it is better able to illustrate Japanese grammar , as Hepburn gives the impression of certain conjugations being irregular (see table, right). The most serious problem of Hepburn in this context is that it may change the stem of a verb , which is not reflected in the underlying morphology of the language. One notable introductory textbook for English-speakers, Eleanor Jorden 's Japanese: The Spoken Language , uses her JSL romanization ,

901-686: The ISO . It was also recommended by the ANSI after it withdrew its own standard, ANSI Z39.11-1972 American National Standard System for the Romanization of Japanese (Modified Hepburn ) , in 1994. In January 2024, the Cultural Affairs Agency proposed revising the 1954 Cabinet Order to make Hepburn the standard romanization system of Japan. Despite its official recognition, the Japanese commonly choose between

954-698: The Ministry of Education appointed a board of inquiry to determine the proper romanization system of the Japanese language. This resulted in a cabinet order (訓令 kunrei ) issued on 21 September 1937 that a modified form of the Nihon-shiki system would be officially adopted as Kunrei-shiki. The form at the time differs slightly from the modern form. Originally, the system was called the Kokutei (国定, government-authorized) system. The Japanese government gradually introduced Kunrei-shiki; which appeared in secondary education, on railway station signboards, on nautical charts, and on

1007-523: The National Diet Library used Kunrei-shiki. The Ministry of Foreign Affairs , the Ministry of International Trade and Industry , and many other official organizations instead used Hepburn, as did The Japan Times , the JTB Corporation , and many other private organisations. Despite the official status of Kunrei-shiki and its use in Japanese elementary schools, Hepburn romanization remained

1060-591: The 1920s in the United States, where he studied at the University of California, Berkeley . While studying, he left a profound impression on those at Berkeley, which led him to be recognized many years later. He first entered the United States to study in 1921 and spent the next few years studying mathematics and statistics as an undergraduate . He remained at UC Berkeley until 1928, when he received his master's degree . Numata returned to his native Japan where he launched

1113-674: The 1:1,000,000 scale International Map of the World ; as well as literature and educational material for tourists. Nevertheless, unofficial use of Nihon-shiki and Modified Hepburn continued concurrently because of support from individuals. After Japan's defeat in the Pacific War in 1945, General Douglas MacArthur , the Supreme Commander for the Allied Powers (SCAP), issued a directive, dated 3 September 1945, that stated that Modified Hepburn

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1166-610: The English pronunciations. For some Japanese-speakers, however, the sounds ティ "ti" and チ "chi" are the same phoneme; both are represented in Kunrei-shiki as tîmu . Such complications may be confusing to those who do not know Japanese phonology well. Use of an apostrophe (t'îmu), not unseen in Wāpuro rōmaji , may be a possible solution. Today, the main users of Kunrei-shiki are native speakers of Japanese, especially within Japan, and linguists studying Japanese. The main advantage of Kunrei-shiki

1219-528: The Hepburn supporters "understandably" believed that the Kunrei-shiki "compromise" was not fair because of the presence of the "un-English-looking spellings" that the Modified Hepburn supporters had opposed. Andrew Horvat, the author of Japanese Beyond Words: How to Walk and Talk Like a Native Speaker , argued that "by forcing non-native speakers of Japanese with no intentions of learning the language to abide by

1272-565: The Illinois Business Corporation Act of 1933, giving kabushiki gaisha many traits of American corporations , and to be more exact, Illinois corporations. Over time, Japanese and U.S. corporate law diverged, and K.K. assumed many characteristics not found in U.S. corporations. For instance, a K.K. could not repurchase its own stock (a restriction lifted by the amendment of the Commercial Code in 2001), issue stock for

1325-469: The Legal Affairs Bureau in the jurisdiction where the company will have its head office. In a direct incorporation, each incorporator receives a specified amount of stock as designated in the articles of incorporation. Each incorporator must then promptly pay its share of the starting capital of the company, and if no directors have been designated in the articles of incorporation, meet to determine

1378-462: The Ministry of Finance. Under the new Company Law, public and other non-close K.K.s may either have a statutory auditor, or a nominating committee ( 指名委員会 , shimei-iin-kai ) , auditing committee ( 監査委員会 , kansa-iin-kai ) and compensation committee ( 報酬委員会 , hōshū-iin kai ) structure similar to that of American public corporations. If the company has an auditing committee, it

1431-531: The Mitutoyo Corporation. The company was penalized for violating the Foreign Exchange and Foreign Trade Law prohibiting the company from exporting any products for 6 months and from exporting measuring devices for an additional 2½ years (2007–mid 2010). In addition, the Japanese court gave the former executives multi-year jail sentences (suspended) and fined Mitutoyo ¥45 million (approx. 350,000 USD). It

1484-478: The Mitutoyo Corporation. It is believed that growing up in the Meiji period in Japan and also witnessing the United States' industrial markets prior to The Great Depression , gave Numata inspiration to form his own corporation. On October 22, 1934, Mitutoyo was established by Numata. At the time of launch, Mitutoyo only had a single product, the micrometer . The 1930s in Japan was a period of industrialization and Numata

1537-598: The Nihon-shiki/Kunrei-shiki and Hepburn systems for any given situation. However, the Japanese government generally uses Hepburn, especially for passports, road signage, and train signage. Most Western publications, as well, and all English-language newspapers use some form of Hepburn. J. Marshall Unger, the author of Literacy and Script Reform in Occupation Japan: Reading between the Lines , said that

1590-514: The amount of damages being claimed, shareholders rarely had the motivation to sue on the company's behalf. In 1993, the Commercial Code was amended to reduce the filing fee for all shareholder derivative suits to ¥8,200 per claim. This led to a rise in the number of derivative suits heard by Japanese courts, from 31 pending cases in 1992 to 286 in 1999, and to a number of very high-profile shareholder actions, such as those against Daiwa Bank and Nomura Securities Kunrei-shiki Kunrei-shiki

1643-479: The creation of Just-in-time manufacturing . As electronic technology became more widespread in the 1970s, Mitutoyo applied electronics to its line of dimensional gaging equipment to include electronic, or digital, measuring tools. During this time it also began to offer larger, more complex and more sensitive measuring instruments, including optical comparators , form measuring equipment, and coordinate measuring machines (CMMs). As statistical process control (SPC)

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1696-425: The decision-making power of the directors is relatively limited. As soon as a third director is designated such companies must form a board. At least one director is designated as a Representative Director ( 代表取締役 , daihyō-torishimariyaku ) , holds the corporate seal and is empowered to represent the company in transactions. The Representative Director must "report" to the board of directors every three months;

1749-415: The directors on the corporation's behalf is granted to the statutory auditor. Historically, derivative suits by shareholders were rare in Japan. Shareholders have been permitted to sue on the corporation's behalf since the postwar Americanization of the Commercial Code; however, this power was severely limited by the nature of court costs in Japan. Because the cost to file a civil action is proportional to

1802-618: The directors, one of whom generally has the title of president ( 社長 , sha-chō ) . The Japanese equivalent of a corporate vice president is a department chief ( 部長 , bu-chō ) . Traditionally, under the lifetime employment system, directors and department chiefs begin their careers as line employees of the company and work their way up the management hierarchy over time. This is not the case in most foreign-owned companies in Japan, and some native companies have also abandoned this system in recent years in favor of encouraging more lateral movement in management. Corporate officers often have

1855-417: The exact meaning of this statutory provision is unclear, but some legal scholars interpret it to mean that the board must meet every three months. In 2015, the requirement that at least one director and one Representative Director must be a resident of Japan was changed. It is not required to have a resident Representative Director although it can be convenient to do so. Directors are mandatories ( agents ) of

1908-521: The heavy demand for advanced military equipment. However, this demand meant that often shortcuts were taken and standardization was not common. This meant that micrometers were often produced that were substandard, with only a few manufacturers able to deliver high-quality micrometers. Numata differentiated his products by offering high quantities with standardization. This movement in Mitutoyo and other manufacturing companies during World War II eventually led to

1961-404: The incorporator, and then make payment for his or her shares by a date specified by the incorporator(s). Capital must be received in a commercial bank account designated by the incorporator(s), and the bank must provide certification that payment has been made. Once the capital has been received and certified, the incorporation may be registered at the Legal Affairs Bureau. Under present law,

2014-470: The initial directors and other officers. The other method is an "incorporation by offering," in which each incorporator becomes the stock underwriter of a specified number of shares (at least one each), and the other shares are offered to other investors. As in a direct incorporation, the incorporators must then hold an organizational meeting to appoint the initial directors and other officers. Any person wishing to receive shares must submit an application to

2067-437: The legal title of shihainin , which makes them authorized representatives of the corporation at a particular place of business, in addition to a common-use title. Kabushiki gaisha are subject to double taxation of profits and dividends, as are corporations in most countries. In contrast to many other countries, however, Japan also levies double taxes on close corporations ( yugen gaisha and gōdō gaisha ). This makes taxation

2120-433: The more literal translation "stock company." Japanese often abbreviate " 株式会社 " in a company name on signage (including the sides of their vehicles) to 株 in parentheses , as, for example, " ABC㈱ ." The full, formal name would then be " ABC株式会社 ". 株式会社 is also combined into one Unicode character at code point U+337F ㍿ SQUARE CORPORATION , while the parenthesized form can also be represented with

2173-421: The nature of Kunrei-shiki led to "pent-up anger" by Hepburn supporters. During the postwar period, several educators and scholars tried to introduce romanized letters as a teaching device and a possible later replacement for kanji . On 9 December 1954, the Japanese government re-confirmed Kunrei-shiki as its official system but with slight modifications. Eleanor Jorden , an American linguist, made textbooks with

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2226-422: The old Commercial Code, a K.K. required starting capital of ¥10 million (about US$ 105,000); a lower capital requirement was later instituted, but corporations with under ¥3 million in assets were barred from issuing dividends , and companies were required to increase their capital to ¥10 million within five years of formation. The main steps in incorporation are the following: The incorporation of

2279-516: The phrase " 株式会社 " in their name as " Company, Limited "—this is very often abbreviated as " Co., Ltd. "—but others use the more Americanized translations "Corporation" or "Incorporated". Texts in England often refer to kabushiki kaisha as " joint stock companies ". While that is close to a literal translation of the term, the two are not precisely the same. The Japanese government once endorsed "business corporation" as an official translation but now uses

2332-794: The primary romanization system used in Japanese government and by other groups in Japan. The system was originally promulgated as Japanese Cabinet Order No. 3 as of 21 September 1937. Since it had been overturned by the SCAP during the occupation of Japan, the Japanese government repealed it and decreed again, as Japanese Cabinet Order No.1 as of 29 December 1954. It mandated the use of Kunrei-shiki in "the written expression of Japanese generally". Specific alternative spellings could be used in international relations and to follow established precedent. See Permitted Exceptions for details. [1] Kunrei-shiki has been recognised, along with Nihon-shiki, in ISO 3602:1989. Documentation—Romanisation of Japanese (kana script) by

2385-722: The shareholders, and the Representative Director is a mandatory of the board. Any action outside of these mandates is considered a breach of mandatory duty. Every K.K. with multiple directors must have at least one statutory auditor ( 監査役 , kansayaku ) . Statutory auditors report to the shareholders, and are empowered to demand financial and operational reports from the directors. K.K.s with capital of over ¥500m, liabilities of over ¥2bn and/or publicly traded securities are required to have three statutory auditors, and must also have an annual audit performed by an outside CPA . Public K.K.s must also file securities law reports with

2438-657: The usage of Hepburn romanization , as of 2000 in the Tokyo Anglophone yellow pages the company name is rendered in the Hepburn style "Mitsutoyo". Following the opening of the Boeing manufacturing base in Sheffield , England, it was announced that Mitutoyo would be an active partner in the supply chain. On 14 September 2006, the Tokyo District Public Prosecutor’s Office indicted four former executives of

2491-598: Was formed in 1963 and is headquartered in Aurora, Illinois (just outside Chicago ). Mitutoyo America offers the full product line of precision measuring tools, instruments and equipment with a distribution network, training and education classes, software development, and service support to provide a comprehensive metrology organization. The company name is usually spelled in the Kunrei-shiki / Nihon-shiki manner "Mitutoyo". Because most publications for foreigners as of 2000 require

2544-539: Was found that Mitutoyo created software for their products that would falsify the accuracy of the measurements taken in order to circumvent customs inspections. There is evidence that a portion of Mitutoyo’s illegal exports helped in nuclear-weapon programs in Libya, Iran, and North Korea. In particular, several Mitutoyo coordinate-measuring machines were allegedly sold to Scomi Precision Engineering in Malaysia. The Scomi scandal

2597-583: Was introduced, Mitutoyo led the world in the development of output gages, interfaces, data collectors and analysis software to take advantage of this new metrological science. When the computer made its way into the field of metrology, Mitutoyo again shifted its focus to include this technology into its product offering and push measuring accuracies into the sub-micrometre range. Today, Mitutoyo presents its 6,000+ products as integrated, computer-based metrology systems, where they can be interconnected to form closed-loop-measuring networks. Mitutoyo America Corporation

2650-485: Was part of a wider arms-smuggling operation masterminded by Pakistani nuclear scientist Abdul Qadeer Khan . Kabushiki Kaisha A kabushiki gaisha ( Japanese : 株式会社 , pronounced [kabɯɕi̥ki ɡaꜜiɕa] ; lit.   ' share company ' ) or kabushiki kaisha , commonly abbreviated K.K. or KK , is a type of company ( 会社 , kaisha ) defined under the Companies Act of Japan . The term

2703-446: Was part of a wider movement to begin to produce foreign technology domestically. Prior to this, Japan was heavily focused on textiles , with Mitutoyo forming the foundations for the technically advanced Japan we see today. The Japanese government invested heavily in the 1930s in infrastructure, especially on the railway. This led to the rapid growth of manufacturing across various sectors. This focus on manufacturing, allowed Numata to form

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2756-604: Was the Dai-Ichi Bank , incorporated in 1873. Rules regarding kabushiki gaisha were set out in the Commercial Code of Japan , and was originally based on laws regulating German Aktiengesellschaft (which also means share company). However, during the United States-led Allied Occupation of Japan following World War II, the occupation authorities introduced revisions to the Commercial Code based on

2809-447: Was the method to transcribe Japanese names. Some editorials printed in Japanese newspapers advocated for using only Hepburn. Kunrei-shiki had developed associations with Japanese militarism, and the US occupation was reluctant to promote it. Supporters of Hepburn denounced pro-Kunrei-shiki and pro-Nihon-shiki advocates to the SCAP offices by accusing them of being inactive militarists and of collaborating with militarists. Unger said that

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