RetireJapan

Hello Everyone,

I own 33.3 shares in a popular Bar/Restaurant in Osaka.

My two partners are Japanese who own 33.3 each as well. A fellow expat would like to buy my shares at a price we both think is fair.

One of my partners is opposed to him as a new partner seen as they do not share the same vision for the future of the business.

Fair enough, it happens. However they are not willing not to meet the price I am asking for either.

Can I sell my shares anyway despite their opposition? We are structured as KK. For visa reasons I am not put down as a 代表取締役社長。The other 2 partners are.

I know this is a question for a lawyer but I am really hoping to avoid that. I have a great relationship with them for the past 15 years.

Thanks in advance.

This might be a good question for the whizzes over at https://www.reddit.com/r/JapanFinance/

JohKun wrote: ↑Mon Nov 06, 2023 1:18 pmNot sure whether your articles of incorporation or so say anything about that.

This. Check the articles of incorporation. It's not uncommon for an unlisted company to have a clause that says any sale of shares is subject to approval by the other shareholders or the board of directors.

captainspoke wrote: ↑Mon Nov 06, 2023 5:57 am This might be a good question for the whizzes over at https://www.reddit.com/r/JapanFinance/

Thanks.

JohKun wrote: ↑Mon Nov 06, 2023 1:18 pm KK, you can generally sell your shares as you like. Not sure whether your articles of incorporation or so say anything about that. With a 33% minority share, the buyer would in that constellation most likely only be able to receive dividends but cannot take part in the business or become a director.
Also, the two others may decide not to pay dividend and just pay themselves remuneration as directors.
Not sure why your gaijin friend would want to put themselves into such a potentially hostile situation.
If you/they can all agree the new investor won’t have anything to say in the business but have some policy on dividends, then it may work.

He would be taking over my role, so would be working here regularly and receiving wages, benefits, bonus etc etc. This is why he is willing to put himself in this situation. If they can come to an understanding on the future vision, the rewards will make it well worth it.
Thanks for the advice.

AreTheyTheLemmings? wrote: ↑Tue Nov 07, 2023 12:46 am

JohKun wrote: ↑Mon Nov 06, 2023 1:18 pmNot sure whether your articles of incorporation or so say anything about that.

This. Check the articles of incorporation. It's not uncommon for an unlisted company to have a clause that says any sale of shares is subject to approval by the other shareholders or the board of directors.

Thanks. I may need a lawyer to look them over for me.

Tomthumb16 wrote: ↑Mon Nov 06, 2023 5:07 am One of my partners is opposed to him as a new partner seen as they do not share the same vision for the future of the business.

Tomthumb16 wrote: ↑Mon Nov 06, 2023 5:07 am ....I am really hoping to avoid that. I have a great relationship with them for the past 15 years.

You cannot have your cake and eat it too. Prepare for things to get messy, legal advice would be prudent.