Poom Kerdsang

by：Kensho Onoda、Poom Kerdsang IntroductionContract under Civil Law1. Civil Law Characteristics2. The Concept of Contract Formation3. Role and Interpretation of ContractsComparison with Common LawPractical Considerations for StartupsSummary Introduction Establishing a business in Japan requires navigating a legal landscape fundamentally different from other countries. A core premise is that Japan operates under a Civil Law system, distinct from the Anglo-American Common Law tradition. Contract under Civil Law 1. Civil Law Characteristics Civil law is a legal system developed primarily in France and Germany. It is characterized by a comprehensive legal order built around codified statutes. Japan’s Civil Code, enacted in the late…

by：Kensho Onoda、Poom Kerdsang Introduction■Understanding Corporate Governance Design■Public and Private Companies■Typical Corporate Structure of Private Companies■Establishing a Board of Directors■Mandatory Corporate Bodies for Large Corporations■Key Considerations for Foreign CompaniesConclusion Introduction One of the most important initial decisions when establishing a corporation in Japan is to decide on an appropriate corporate governance structure. The corporate governance structure determines how decision-making, business execution, and oversight are structured within the company. Under Japan’s Companies Act, companies have a certain level of flexibility in selecting and combining governance bodies, provided that the statutory requirements are met. An effective governance structure should reflect the company’s size,…

by：Kensho Onoda、Poom Kerdsang 0. Introduction1. Overview2. Regulatory Details(1) Scope of Regulation(2) Three Categories of Misleading Representations(3) Prohibition of stealth marketing3. Penalties and Risks(1) Corrective Order(2) Administrative Surcharge System(3) Criminal Penalties(4) Reputational Risk4. Key Considerations for Foreign Companies(1) Applicability to Foreign Businesses(2) Trends in International Enforcement5. Summary 0. Introduction Advertising and marketing activities in the Japan are subject to strict consumer protection rules. At the center of these rules is the Act against Unjustifiable Premiums and Misleading Representations (the “Premiums and Representations Act”). This article focuses particularly on the Act’s regulation of representations (“advertising claim”), outlining the its objectives, regulatory requirements,…

by：Kensho Onoda、Poom Kerdsang Introduction1. Historical Background and Basic Structure2. Differences in Incorporation Costs and Operating Expenses3. Management and Decision-Making4. Social Credibility and Fundraising Capacity5.Practical Guidelines for ChoosingConclusion Introduction Foreign companies and entrepreneurs expanding into Japan often face a unique choice between two types of limited liability companies: Kabushiki Kaisha (K.K.) and Godo Kaisha (G.K.). While both forms protects owners with limited liability, they differ significantly in key respects such as incorporation costs, operational flexibility, social credibility, and fundraising capacity. Understanding these differences is crucial for selecting the structure that best aligns with your business objectives in Japan. This article explains…

by：Kensho Onoda、Poom Kerdsang Introduction1. Establishing a Subsidiary (Japanese Corporation)2. Branch Establishment (Japan Branch)3. Representative Office4. Acquisition of a Local Subsidiary5. Conclusion Introduction The Japanese market, with its scale, consumer purchasing power, and high technological capabilities, is an attractive investment destination for many companies, including overseas startups. However, Japan’s legal system and business practices can differ significantly from those abroad. Choosing the right base structure for market entry is a crucial strategic decision that can significantly impact future business development.   This column explains the characteristics, advantages, and disadvantages of four main forms that foreign companies should consider when entering Japan:…

by：Kensho Onoda、Poom Kerdsang 1. Methods of Recruitment  When hiring personnel in Japan, foreign companies can utilize services broadly categorized into “public agency support” and “private services.”  1-1. Support from public agencies  The most representative example is the Public Employment Service (called “Hello Work”), administered by the Ministry of Health, Labour and Welfare. Hello Work offices are located nationwide and provide free job matching services for all occupations. By submitting job postings, companies can reach a wide range of job seekers, and Hello Work also serves as a window for procedures related to labor insurance.  At Hello Work, communication is generally…

by：Poom Kerdsang、Arisara Rungsri 1. Introduction Thailand was one of the first countries to be severely affected by the COVID-19 outbreak, significantly disrupting its economic growth. Nevertheless, Thailand’s economy persevered and ranks among Asia’s top ten strongest economies, with a GDP growth of 3.2% in the fourth quarter of 2024[1]. Its strategic location, skilled workforce, and business-friendly policies have helped establish Thailand as a favored destination for foreign direct investment. The Thai government actively promotes foreign investment by offering a range of incentives across key industries. The Board of Investment of Thailand (BOI) provides one of the most beneficial promotional programs….