42-514: Yaohan Co., Ltd. ( 株式会社ヤオハン , Kabushiki gaisha Yaohan ) or Yaohan ( ヤオハン , or 八百半) ; Chinese : 八佰伴 ) was a Japanese retail group, founded in 1930 by Ryohei Wada ( 和田 良平 , Wada Ryōhei ) and his wife Katsu Wada [ ja ] ( 和田 カツ , Wada Katsu ) . Initially a single shop, it was expanded by their son Kazuo Wada into a major supermarket chain with most retail outlets located in Shizuoka prefecture , south of Tokyo. It
84-423: 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
126-511: 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
168-468: 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
210-477: 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
252-571: A US$ 10 million investment from Yaohan International Company Limited, which also licensed branding, distribution, and basic training. After the Plaza Atrium branch, there were plans to open a second branch in Mal Kelapa Gading 2, although it was instead replaced with a Sogo. This outlet closed in early 1995, due to its inconspicuous location being unattractive for its target customers, resulting in rapid loss. It has since been replaced by Matahari ,
294-530: A combination of the 1997 Asian financial crisis and the stagnation of the Japanese retail market, however, the group declared bankruptcy with 161 billion yen of debts. It was the biggest postwar failure in Japan's retail sector at the time. The super-market chain asked for protection from creditors under Japan's Corporate Rehabilitation Law on 18 September 1997. Many outlets were closed. In March 2000, Yaohan in Japan
336-635: A local department store chain. A few unrelated supermarkets under the name Macan Yaohan also opened since 1985 in Medan , although all locations had since closed in 2015. When the company faced financial difficulties, it was split into two companies, one in Japan and with the overseas part headquartered in Hong Kong, in a bid to survive. The group was traded on the Hong Kong Stock Exchange as Yaohan International Company Limited until 11 August 1998. Through
378-399: 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
420-509: 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
462-449: A style called 後株 , ato-kabu ). Many Japanese companies translate 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,
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#1732855393283504-593: Is also combined into one Unicode character at code point U+337F ㍿ SQUARE CORPORATION , while the parenthesized form can also be represented with 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
546-483: Is an outlet mall owned by CapitaLand Mall Trust , located in Jurong East , Singapore . Opened in 1991, it is a five-storey mall with 961,281 square feet (89,305.9 m ) of retail space. Besides retail stores, it also houses offices and warehouses for storage, which is advantageous in terms of cost efficiency to some retailers. The mall has capacity for 235 retail outlets and 430 non-retail outlets. Anchor tenants of
588-501: Is often used, but the original Japanese pronunciation 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 ,
630-477: Is owned by STDM (controlled by Stanley Ho ) and no longer has a connection with the Wada family. Yaohan Best has been renamed as Best Denki . Kabushiki gaisha 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
672-629: 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
714-469: The Companies Act of Japan . The term 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⟩ ,
756-565: 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
798-469: 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
840-462: 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
882-631: The Yaohan group expanded dramatically outside Japan, especially into Hong Kong (since 1984), China (since 1995) and the US. At its peak, it had 450 outlets in 16 countries, including 9 in Hong Kong, as well in Brazil with stores in São Paulo and Sorocaba , San José, Costa Rica , Los Angeles, Vancouver ( Yaohan Centre ), Honolulu , London, and San Jose, California . Yaohan's first North American location, at Fresno, California,
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#1732855393283924-584: 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 IMM (Singapore) The International Merchandising Mart Mall (usually referred to as IMM Mall )
966-604: The chain's bankruptcy in 1997, all stores were replaced by Aktif Lifestyle Corporation Bhd in January 1998 and later Parkson in 2004. Its first store to open in Singapore in 1974 at Plaza Singapura revolutionised the grocery shopping experience in Singapore, and it quickly became a household name. Other stores were also opened in Thomson Plaza (1979), Bukit Timah (1982), Jurong (1983), and Parkway Parade (1983). The Jurong store
1008-488: The company was less strict on seminar attendance and membership for employees of overseas branches, the same resistance persisted. The first Yaohan store was opened in New Town Plaza , Sha Tin, Hong Kong in 1984. After that, Yaohan store grew quickly in Hong Kong and had opened nine stores, which include Tuen Mun Town Plaza , Whampoa Garden , Yuen Long , Ma On Shan , Tsuen Wan . All the stores were closed in 1997 due to
1050-425: 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;
1092-415: 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
1134-618: 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
1176-417: 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
1218-490: The financial turmoil and the burst of the Japanese economy bubble. Then many stores were replaced by another Japanese department store chain, JUSCO (now called AEON ). Yaohan is one of the listed companies in Hong Kong during 1986 to 1997. It has owned many companies, such as the Wonderful World of Whimsy, Millie , Santa Ana Bakery and some another fast-food restaurant. But many of them were closed later. Yaohan store
1260-404: 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,
1302-470: 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
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1344-437: 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
1386-422: 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
1428-722: 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
1470-401: The two are not precisely the same. The Japanese government once endorsed "business corporation" as an official translation but now uses 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
1512-655: Was bought by ÆON Group and changed its name to Maxvalu Tokai ; most of the stores in Hong Kong were also overtaken by ÆON and became JUSCO . Other stores in the US were bought by Maruwa , Mitsuwa , and Marukai , the latter two based in Los Angeles. Stores in Canada were bought by The President Group , a Taiwanese company. A former Yaohan department store in Macau is operating under the trading name New Yaohan (新八佰伴), operated by Yaohan International Company Limited in Hong Kong which
1554-686: Was closed in 1989, and a new store planned at the IMM Shopping Mall was due to open in 1990. The sixth store was supposed to open in Kovan Shopping Centre in 1993. When the last store to cease operations in 1997 exited Singapore from Thomson Plaza, its staff were visibly moved and some were in tears. Also in operation in Singapore since 1985 was the Yaohan Best chain (a joint venture with Best Denki ), specializing in electronics, which first opened in Yaohan's store space. The first Yaohan store
1596-675: Was established and opened in 1992 in Macau . It is the first and the only department store in Macau until now. It was renamed as New Yaohan after the bankruptcy of the original company, and the new company is operated by Yaohan International Company Limited . Yaohan expended to Malaysia in May 1987 with its first store at The Mall in the Chow Kit district of Kuala Lumpur . By 1997, Yaohan had expanded to six stores including one in East Malaysia : Following
1638-457: Was incorporated in 1948 and listed on Tokyo Stock Exchange . The store was far more established and notable outside Japan, due to restrictive laws in Japan that made it difficult to set up new businesses, such that by the time it opened its first store in the Tokyo metropolitan area, the company was already in a state of decline due to accumulated debts from over-expansion. During the 1980s and 1990s,
1680-429: Was opened in 1979 at Yaohan Plaza. Typical of large Japanese companies, new employees were required to go through induction training programs that, in the case of Yaohan, had a strong religious emphasis on the principles of Seicho-no-Ie . Employees also had to go through regular seminars on Seicho-no-Ie and were ultimately required to be members of Seicho-no-Ie. This was not without resistance from its employees. Although
1722-707: Was opened in Thailand at Fortune Town , Ratchadaphisek Road , Bangkok in 1991 following by Future Park Bang Khae in 1994. ( Thai : เยาฮัน ) Withdrew during the year 1997 following financial crisis. In 1992, Yaohan opened its first branch in Indonesia at Plaza Atrium , a shopping center in the Segitiga Senen superblock, Central Jakarta . Opening on 21 August 1992, the 3-storey store was 100% managed and owned by PT Suryaraya Mantaputama (co-owned by Suhartoyo, T.P. Rachmat, Djoko Soedjatmiko and Ali Santoso), being supported with
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1764-604: 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
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