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46-682: Mitsubishi UFJ Financial Group, Inc. ( MUFG ; 株式会社三菱UFJフィナンシャル・グループ , Kabushiki gaisha Mitsubishi Yūefujei Finansharu Gurūpu ) is a Japanese bank holding and financial services company headquartered in Chiyoda, Tokyo , Japan. MUFG was created in 2005 by merger between Mitsubishi Tokyo Financial Group ( 株式会社三菱東京フィナンシャル・グループ , Kabushiki kaisha mitsubishi tōkyō finansharu gurūpu ) and UFJ Holdings (株式会社UFJホールディングス; kabushikigaisha yūefujei hōrudingusu ). These two groups in turn brought together multiple predecessor banks including Mitsubishi Bank (est. 1880), Yokohama Specie Bank (est. 1880 as

92-531: A ⟨k⟩ , 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 ,

138-423: 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

184-511: 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

230-468: 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

276-477: 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

322-727: A large minority shareholder in the Master Trust Bank of Japan , Morgan Stanley in the United States, Security Bank in the Philippines, and Vietinbank in Vietnam. It retains strong links with the Mitsubishi Group and is often described as one of that group’s "Three Great Houses", together with Mitsubishi Corporation and Mitsubishi Heavy Industries . MUFG is Japan's largest financial group and one of

368-451: 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

414-514: A pioneer of the Japanese credit card business. In the 1990s, it was the most profitable bank in the world, and second-largest in terms of assets behind its eventual merger partner Tokyo-Mitsubishi. Following the collapse of the Japanese asset price bubble and a wave of bank mergers in the 1990s, Sanwa entered into merger talks with Tokai Bank and Asahi Bank , and the three banks announced

460-725: A policy bank, reorganized after World War II as Bank of Tokyo ), Sanwa Bank (est. 1933 by merger of prior institutions), and Tokai Bank (est. 1941 by merger). MUFG holds assets of around US$ 2.7 trillion as of 2024 and is the parent company of fully-owned MUFG Bank (branded Bank of Tokyo Mitsubishi UFJ or BTMU until July 2018), Mitsubishi UFJ Trust and Banking Corporation , Mitsubishi UFJ Securities , Mitsubishi UFJ Capital , and MUFG Americas Holdings Corporation ; majority shareholder of Bank Danamon in Indonesia, Bank of Ayudhya in Thailand, and Mitsubishi UFJ NICOS in Japan; and

506-515: A predecessor entity of Mitsubishi UFJ Financial Group . Sanwa was formed by the 1933 merger of three Osaka-based banks. The oldest of these banks, Kōnoike Bank, dated its operations back to 1656, when the Kōnoike family of Osaka established a money exchange business. The exchange was chartered to provide services for the Tokugawa shogunate in 1670. In 1877, it was awarded a national bank charter. By

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552-513: 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

598-454: 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,

644-510: Is a type of company ( 会社 , kaisha ) defined under 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

690-593: 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

736-629: 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

782-539: The 2008 ALB Japan Law Awards , Mitsubishi UFJ was crowned: In April 2011, MUFG and Morgan Stanley entered into an agreement to convert MUFG's outstanding convertible preferred stock in Morgan Stanley into Morgan Stanley stock. In June 2011, MUFG took a 9.99 percent stake in Lynas Corp, an Australian rare earths developer. On April 1, 2018, the bank was renamed to MUFG Bank Ltd. This name change aligned

828-510: The Financial Stability Board . MUFG was formed by three successive mergers in a sequence that lasted less than a decade, respectively between Bank of Tokyo and Mitsubishi Bank in 1996, between Sanwa Bank , Tokai Bank and Toyo Trust and Banking in 2000-2002, and between the two resulting entities in 2005. The institutions involved in these mergers combined multiple threads of Japanese financial history, going back to

874-647: The Yokohama Specie Bank in 1880, while Mitsubishi Bank had had a stronger focus on domestic corporate and retail banking. Both banks were relatively healthy in the wake of the Japanese asset price bubble . The merged bank was the fully-owned subsidiary of Mitsubishi Tokyo Financial Group (MTFG), based in Tokyo. Until the Tokyo-Mitsubishi merger in 1996, Sanwa Bank , which was based in Osaka and

920-656: The yakuza crime syndicates. The takeover of UFJ by the Mitsubishi Tokyo Financial Group was challenged by the Sumitomo Mitsui Financial Group which launched a competing takeover bid. MTFG ultimately prevailed in the fight, which appeared to signal an end to the clubby atmosphere that had prevailed in Japan's postwar banking industry. MUFG and SMFG eventually settled the legal dispute for 2.5 billion yen in late 2006. The merged holding company MUFG, based on Tokyo,

966-560: The 1930s, Kōnoike was unable to compete with larger banks tied to zaibatsu conglomerates, so it merged with the Sanjushi Bank and Yamaguchi Bank. It became the largest bank in Japan in terms of assets during the years prior to World War II. During the postwar era, Sanwa was a major financier of Japanese heavy industry as the central hub of the Sanwa Group keiretsu . It founded Japan Credit Bureau (JCB) in 1961, becoming

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1012-585: 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

1058-478: 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

1104-467: 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

1150-485: The New York Stock Exchange in 1999. In 2008, BTMU purchased all of the outstanding shares of UnionBanCal. BTMU moved its New York-based banking operations to Union Bank and renamed the company MUFG Union Bank in 2014. BTMU was investigated by New York banking regulators over its role in routing payments for Iranian customers through its New York branch in violation of U.S. sanctions. BTMU settled with

1196-600: 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 Sanwa Bank In 2002, Sanwa Bank merged with Tokai Bank and Toyo Trust and Banking to form UFJ Bank , itself

1242-436: The bank name with the holding company name by removing "Tokyo" from the name. On 31 October 2018, MUFG to acquire Australian Asset Manager, Colonial First State Global Asset Management. As of 31 March 2013: 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 ,

1288-425: 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;

1334-415: 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

1380-618: 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

1426-685: The early Meiji era . MUFG incorporates several of the National Banks in Meiji Japan , which were numbered in accordance with their chronological date of establishment between 1873 and 1880: Mitsubishi Bank and the Bank of Tokyo merged in 1996 to form the Bank of Tokyo-Mitsubishi, which at that point was the world's largest bank in terms of total assets. The Bank of Tokyo had historically focused on foreign exchange business since its foundation as

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1472-435: The employees of its predecessor companies. UFJ was one of the largest shareholders of Toyota . The Chairman of Toyota was a director on its board during the financial scandals and indictments of three UFJ executives. In July 2004, UFJ Holdings, by then Japan's fourth-largest financial group, offered to merge with the Mitsubishi Tokyo Financial Group. UFJ had been accused by the government of corruption and making bad loans to

1518-417: 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

1564-404: 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,

1610-470: 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

1656-437: 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

1702-504: The merger and the combined company was to be called United Financial Holdings. The merger was completed in 2002 and the new bank was officially named UFJ Bank Ltd. UFJ Bank was headquartered in Nagoya , the historical headquarters of Tokai Bank, while its parent UFJ Holdings (UFJH) was based in Osaka . During its short life, the group was plagued by bad debt problems and by infighting between

1748-422: 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

1794-732: 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

1840-468: The state for $ 250 million in 2013. A second settlement was reached for $ 315 million in 2014 after it was found that PricewaterhouseCoopers had altered an investigation report on the issue; PwC itself was fined $ 25 million in relation to the matter. In September 2008, MUFG signed a letter of intent with Morgan Stanley to form an alliance and purchase 20% of the American firm. In 2008 at

1886-401: 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

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1932-555: The two banking giants, caused the merger of the banks to be postponed for three months. The trust banking and securities units of MTFG and UFJ were merged according to the original schedule on 1 October 2005. Mitsubishi Bank and the Bank of Tokyo each had significant banking subsidiaries in California ( Bank of California and Union Bank respectively) before their merger. At the time of the merger, these U.S. banks also merged to form UnionBanCal Corporation . BTM listed UnionBanCal on

1978-408: The world's ten largest bank holding companies holding around US$ 1.5 trillion (JP¥227 trillion) in deposits as of April 2024. In Japan, it is the largest of the three so-called megabanks with $ 2.9 trillion in total assets at end-March 2023, ahead of SMBC Group ($ 2.0 trillion) and Mizuho Financial Group ($ 1.9 trillion). It has been consistently listed as a systemically important bank by

2024-412: Was formed on 1 October 2005 from the merger of MTFG and UFJH. The two banks, Bank of Tokyo-Mitsubishi and UFJ Bank, merged on 1 January 2006 to form MUFG Bank . The latter transaction was originally scheduled to take place on 1 October 2005, the same day that the parent companies were merged. However, pressure from Japan's Financial Services Agency , which wanted to ensure the smooth systems integration of

2070-632: 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

2116-529: Was the anchor of the Sanwa Group keiretsu , had been considered the strongest bank in Japan, and it had aimed to be the world's largest bank during the "bubble era". By 2000, however, Sanwa was the fourth largest bank in Japan. It entered into merger talks with two other large banks, Asahi Bank and Tokai Bank , to create the world's third-largest bank by assets. Asahi pulled out of these talks later that year, and eventually became part of Resona Holdings . By 2001, The Toyo Trust & Banking Co. had been added to

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