NPO

Procedures relating to non-profit-making organisations

What is a non-profit organisation?

Organisations established under the Act on the Promotion of Specified Non-Profit-making Activities for the purpose of carrying out specified non-profit-making activities. 
Under this Act on the Promotion of Specified Non-Profit-making Activities, the requirements to become a non-profit organisation are as follows. 

１ Organisations that meet all of the following criteria and are not for profit. 
　(i) No unreasonable conditions are attached to the qualification of its members. 
　(ii) The number of officers who receive remuneration is not more than one third of the total number of officers. 

２ Organisations whose activities fall into any of the following categories. 
　(i) The main purpose of the organisation is not to spread religious doctrines, hold ceremonial events or indoctrinate and train believers. 
　(ii) Its main purpose is not to promote, support or oppose political principles. 
　(iii) The purpose of the organisation is not to endorse, support or oppose a particular candidate for public office, a person in public office or a political party.

What is non-profit specific activity?

1 The activities must fall into the following categories. 
(1) Activities to promote health, medical care or welfare 
(2) Activities to promote social education 
(3) Activities to promote community development 
(4) (4) Activities to promote tourism. 
(5) Activities to promote rural or mountainous areas. 
(6) Activities to promote science, culture, arts or sports. 
(7) Activities to protect the environment 
(8) Disaster relief activities 
(9) Community safety activities 
(10) Human rights protection or Activities to promote peace 
(11) Activities for international cooperation 
(12) Activities to promote the formation of a gender-equal society 
(13) Activities to promote the sound development of children 
(14) Activities to develop the information society 
(15) Activities to promote science and technology 
(16) Activities to stimulate economic activity 
(17) Activities to support the development of vocational skills or the expansion of employment opportunities 
(18) Activities to protect consumers 
(19) Activities of liaison, advice or assistance in relation to the operation or activities of organisations carrying out the activities listed in the preceding items. 
(20) Activities specified in prefectural or designated city bylaws as activities equivalent to the activities listed in the preceding items. 

2 (2) Those whose purpose is to contribute to the promotion of the interests of an unspecified and large number of persons.

Procedures relating to non-profit organisations.

Establishment

1. application to the competent authority 
In order to establish an NPO, the following documents must be submitted to the competent authority as prescribed by the bylaws of the prefecture or designated city An application form with an attachment must be submitted to the competent authority for certification of incorporation. 
(1) Articles of association 
(2) The following documents relating to the officers 
(i) A list of officers (a list stating the name and address or residence of the officers and whether or not remuneration is paid to each officer) ) 
(ii) A certified copy of the written oath of each officer that he/she does not fall under any of the items of Article 20 (freedom from disqualification) and does not violate the provisions of Article 21 (exclusion of relatives, etc. of officers) and accepts his/her appointment. 
(iii) A document certifying the domicile or residence of each officer, as specified in the bylaws of the prefecture or designated city 
(3) A document stating the names and domicile or residence of at least 10 of the members 
(4) A written statement confirming that Article 2(2)(ii) (Activities) and Article 12(1)(iii) (Criteria for certification) are met. 
(5) Statement of purpose of establishment 
(6) Certified copy of minutes evidencing decision-making on establishment 
(7) Business plans for the initial and following fiscal years of establishment 
(8) Activity budgets for the initial and following fiscal years of establishment (a document stating the expected income and expenses of the business for the activities it will carry out) 

2. Registration of incorporation 
After receiving certification from the competent authority, the non-profit organisation Registration of incorporation. (formation of a non-profit organisation) 
This registration of incorporation must be done within two weeks of certification. 

3. Completion of incorporation Notification 
After completing the registration of incorporation, the registration is notified to the competent authority.

　

NPOS are required to hold one general meeting of members each financial year. 
At the general meeting of members, a decision is taken on the business report, assets, income and expenditure, etc. for the previous financial year. 
A business report for the previous business year must then be submitted to the competent authorities within three months of the end of the business year. 
The documents to be submitted as a business report are as follows 
(i) Business report 
(ii) Statement of activities 
(iii) Balance sheet 
(iv) Inventory of property 
(v) Annual list of officers 
(vi) List of 10 or more of the employees 

Failure to submit this business report by the stipulated date may result in a fine of up to 200 000 yen. 
Failure to submit a business report for more than three years may result in the withdrawal of the NPO's certificate of incorporation.

Term of office of directors

The Law on the Promotion of Specified Non-Profit-making Activities stipulates that the term of office for directors of non-profit organisations is limited to two years. 
This means that even if the maximum term of office for officers is set at two years, the election of officers must be held once every two years at a general meeting of members, together with a report on business. 
The directors can be reappointed, so the same directors can be appointed as before, but the term of office of the directors will end after two years, so they must be appointed at the general meeting of members. 

The change of officers is a registered matter, so when the officers are appointed, the change of officers must also be registered.

Amendment of the articles of incorporation

If a non-profit organisation wishes to amend its articles of association, a resolution must be passed at a general meeting of members. 
Depending on the nature of the changes to the articles of association, some changes require only a notification, while others need to be certified by the competent authority. 

Those for which notification to the competent authority is sufficient: 
(i) Change of the location of the principal office and other offices (with a change of competent authority): 
(ii) Change of the fixed number of directors 
(iii) Changes in matters relating to assets 
(iv) Changes in matters relating to accounting 
(v) Changes in business year 
(vi) Matters relating to dissolution (excluding matters relating to the disposal of residual assets) 
(vii) Changes to the method of public notice 
(viii) Changes to Article 11 of the Law on the Promotion of Specified Non-Profit-making Activities Matters not specified in each item of paragraph 1.

Other than the above, certification by the competent authority must be obtained. 

And in all cases, an amendment to the articles of association must be registered.

A non-profit organisation is dissolved for the following reasons 
(i) Resolution of the general meeting of members 
(ii) Occurrence of a cause for dissolution stipulated in the articles of association 
(iii) Inability to successfully carry out business related to the specified non-profit-making activities for which it is intended 
(iv) Lack of members 
(v) Merger 
(vi) Decision to initiate bankruptcy proceedings 
(vii) Certificate of incorporation Revocation

If the NPO is dissolved, a liquidator must be appointed. 
The liquidator will be a member of the board of directors, except in the case of a dissolution due to a decision to commence bankruptcy proceedings, when someone other than a member of the board of directors is appointed by the general meeting of members. 

The procedural steps in the case of dissolution of an NPO are as follows 
(1) Registration of dissolution and liquidator (within two weeks after the resolution of the general meeting of members) 
(2) Notification of dissolution to the competent authority 
(3) Public notice of dissolution and liquidation 
The tasks to be performed by the liquidator are as follows 
(i) Conclusion of current affairs 
(ii) Collection of claims and payment of debts 
(iii) Delivery of residual assets 
(iv) Public notice and demand for claims 
(5) Distribution of debts identified by public notice and demand 
(4) Registration of conclusion of liquidation 
(5) Notification of conclusion of liquidation to the competent authority

What we can do for you

We can assist non-profit organisations, whether they are established or dissolved. 
We can also prepare and certify the articles of association to ensure that they meet the objectives of the NPO being set up. 
　 
Please note that we are not able to provide registration services, but we can introduce you to a judicial scrivener on request. 

If you are considering setting up an NPO, or if you are currently active as an NPO and have any problems or queries, please do not hesitate to contact us. Please see.