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42-450: The publishing company Asahi Sonorama began producing magazines publishing shōnen manga (boys' comics) in the early 1980s, such as Gekkan Manga Shōnen and DUO , but found the shōnen market too competitive and pivoted to shōjo manga. During the 1980s, horror films were especially popular in Japan among teenaged girls, while Halloween had recently been introduced in the country as

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

252-473: A holiday. In response to these trends, Asahi Sonorama decided to create a shōjo manga magazine dedicated to horror manga , using the holiday as the name for the publication. Editors at the company contacted Kazuo Umezu , a popular horror manga artist who had previously published works with the company, to participate in the launch of the magazine. The first issue of Monthly Halloween was published on Friday, December 13, 1985 ( cover dated as January 1986) as

294-446: A market among those who could not afford the high price of LP records and was therefore able to enter the record market and compete with record companies and publishers. After a time, however, the magazine and the sonosheet started having different content, and sale started dropping, so the magazine began changing its area of specialty toward having more child-oriented music and content. As anime , manga , tokusatsu , TV dramas , and

336-399: 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

378-513: 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

420-572: A reference to the Friday the 13th franchise. Monthly Halloween was the first shōjo magazine dedicated to the horror genre. Its success led to a wave of shōjo horror imitators at other publishing companies, such as Suspiria and Mystery Bonita at Akita Shoten , which were oriented towards suspense manga; and Horror M at Bunkasha  [ ja ] , which was oriented towards gory and violent stories. Buoyed by this success, Asahi Sonorama launched two special issues of Monthly Halloween in

462-426: A special issue of the magazine dedicated to stories inspired by true events, which was successful enough to be spun off into its own publication. Honto Ni Atta Kowai Hanashi  [ ja ] , a television program adapting stories from the magazine, has aired on Fuji Television since 1999. Asahi Sonorama Asahi Shimbun Publications Inc. ( 株式会社朝日新聞出版 , Kabushiki gaisha Asahi Shimbun Shuppan )

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504-454: 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,

546-417: A subsidiary company, Asahi Shimbun Publications, and Asahi Sonorama is now considered a division of that company. Sources: 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

588-422: A variety of topics, and then release them on tape and sonosheets in the audio recording magazine Asahi Sonorama (from whence the company got its name). While doing this, the company also began publishing other magazines, manga collections , and novels. Even though the sound quality of sonosheets was lower than that of vinyl records , the sonosheets were flexible and could last a long time. Asahi Sonorama found

630-510: Is a bimonthly magazine that began as a special issue of Monthly Halloween in 1990. It publishes fantasy manga in addition to horror, with stories that aim to be "more ambitious, sensitive and mature" than those of Monthly Halloween . In 2013, following a restructuring at Asahi, the magazine changed its name to Nemuki+  [ ja ] . Honto Ni Atta Kowai Hanashi ( ほんとにあった怖い話 , lit. "Scary Stories That Really Happened") , most commonly known by its abbreviation Honkowa ( ほん怖 ) ,

672-508: Is a bimonthly magazine that began as a special issue of Monthly Halloween in 1991. It publishes horror stories that purport to be based on true events. The magazine was founded after a manga published in Monthly Halloween by artist Takakazu Nagakubo about a "true" encounter with a ghost resulted in a large number of readers writing in to the magazine about their own supernatural experiences. This prompted Asahi Sonorama to publish

714-593: 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

756-508: 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 ,

798-629: 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

840-415: Is the publishing arm of The Asahi Shimbun Company , publishing books, magazines , and manga . It replaced Asahi Sonorama ( 朝日ソノラマ ) on 1 April 2008 just after it went bankrupt. Asahi Sonorama was created as a division of Asahi Shimbunsha on September 9, 1959, under the name "Asahi Sonopress". It was initially established to record interviews, news, crime scene investigations, and articles on

882-476: 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⟩ ,

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924-503: The 1960s, due to the huge rise in the number of television shows targeting children, there was also a huge rise in the amount of material to choose from for inclusion in Asahi Sonorama . Since all of them were drawing from the same sources, the Asahi Sonorama and its rivals would often release sonosheets and vinyl records at the same time. Asahi Sonorama (the company) began to move into the vinyl record market at this time. In 1966,

966-585: 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

1008-478: 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

1050-467: 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

1092-471: The company's name was changed from "Asahi Sonopress" to "Asahi Sonorama". Due to the flooding of the market with similar goods, many companies began going under in the 1970s because they couldn't maintain their production levels and still make a profit. Asahi Sonorama was able to improve their manufacturing technique for the sonosheets to the point where they could attach paper labels to them, calling them "punch sheets" instead of "sonosheets". They also improved

1134-425: 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;

1176-415: 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

1218-618: 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

1260-469: The early 1990s, Nekumi and Honkowa , which were later spun off into independent publications. Following its launch, the magazine established the Kazuo Umezu Prize, chaired by Umezu himself, in order to identify and recruit new talent. Junji Ito won the prize in 1986 with the first chapter of his manga series Tomie ; the magazine began publishing the series in 1987, and Itō quickly became

1302-417: 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

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1344-404: 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,

1386-470: 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

1428-437: 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

1470-402: The like became more popular, the magazine became more of a digest or anthology of stories, theme songs, and pictures from these series. Because of this, people began purchasing the magazine as a gift for children and sales began to be brisk again. However, the various record companies and publishers began taking advantage of this popularity by publishing their own magazines and sonosheets. In

1512-584: The magazine's star artist. The horror genre declined in popularity by the mid-1990s, and the macabre and horrifying elements of the magazine were increasingly diluted into other genres, such as comedy. Asahi Sonorama eventually discontinued Monthly Halloween and replaced it with Nemuki , with the last issue of Monthly Halloween published in December 1995. Nemurenu Yoru no Kimyō Na Hanashi ( 眠れぬ夜の奇妙な話 , lit. "Strange Stories of Sleepless Nights") , most commonly known by its abbreviation Nemuki ( ネムキ ) ,

1554-422: 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

1596-520: The regular publishing business. Between June 21, 2007, and September 30 of the same year, Asahi Sonorama went through bankruptcy liquidation proceedings. The trademarks for "Sonosheet" and "Asahi Sonorama" were passed to their parent company, Asahi Shimbunsha (publisher of the Asahi Shimbun ), and publication rights were handled by the publication division of that company. On April 1, 2008, Asahi Shimbunsha spun off its publication division into

1638-732: 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

1680-490: The sound quality, allowing them to release anime and tokusatsu picture books with the included punch sheet in stereo instead of mono sound. In 1975, Asahi Sonorama established its "Sonorama Bunko" imprint, and in September that same year began publication of the magazine Manga Shōnen . Unfortunately, the market for picture books with included records disappeared quickly in the 1980s, so they refocused their attention on

1722-401: 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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1764-632: 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

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