日中間の様々な法律問題を中国現地の弁護士や法律事務所と提携して対応し、高品質のリーガルサービスを提供しています。

中国業務

China Related Services

経済大国に成長した中国は、従来の生産基地としてのみならず、巨大な消費市場として、今後も成長し続けることが見込まれます。中国への投資や中国企業との取引の際には、的確なリーガル戦略が必要不可欠であります。
ユニバーサル特許法律事務所では、日中間の様々な法律問題について、各分野に精通した弁護士同士が連携し、必要に応じて長い付き合いの中国のトップクラスの法律事務所と提携しながら、高品質のリーガルサービスを日本語、中国語、英語等により提供しています。
取扱業務は、中国への投資スキームの検討、M&A、現地法人に対する各種サポート、模倣品対策等の知的財産権保護、日中間の各種国際取引、労働問題、製造物責任などの幅広い分野に及びます。
また、中国企業や個人による対日投資案件つきましても、中国企業や日本企業に対して、日本法・中国法双方に関する総合的なアドバイスを提供しています。

China, which has grown into an economic superpower, is expected to keep growing as a giant consumer market as well as a conventional manufacturing base. For investing in China and dealing with Chinese companies, accurate legal strategies are essential.
Our firm can provide high quality legal services in Japanese, Chinese and English by our lawyers who are well-versed in each field and who work with each other with regard to different legal problems between Japan and China, and as necessary, we collaborate with a top-class law firm in China with whom we have a long-standing relationship.
The services we offer cover a wide range, including consideration of an investment scheme to China, M&A, different kinds of support to local subsidiaries, intellectual property rights protection such as against counterfeit products, various international transactions between Japan and China, labor affairs, and product liability.
In addition, with respect to projects of investment of Chinese companies and individuals into Japan, we supply Chinese companies and Japanese companies with comprehensive advice about both Japanese laws and Chinese laws.

 

中国への新規投資New Investments into China

In the case of a new investment into China, the first issue to judge is whether or not the field of investment belongs to a field of restriction or prohibition for a foreign capital in China. Since China divides investment projects into encouraged, permitted, restricted and prohibited investment categories, there may be some cases in which they prohibit a foreign capital investment, force joint investment together with a Chinese company, or enforce a condition on which the Chinese side establishes ascendancy in a joint venture.
It is necessary to conduct a preliminary detailed survey over such restriction and then build the most suitable investment scheme selected from corporation of a foreign-capital enterprise, establishment of an equity joint venture, acquisition of a Chinese company, etc. for each project.
Our firm provides comprehensive support by which Japanese lawyers and Chinese lawyers collaboratively conduct services such as investigating the restriction to investment fields, designing a specific investment scheme, obtaining the cooperation of the administration, applying by proxy for permits and approvals, completing industrial and commercial registrations, and arranging for additional financing.

現地法人運営サポートAdministration Support for Local Subsidiaries

In operation of local subsidiaries in China, more stringent requirements have been established for optimization of corporate activities against a backdrop of compliance and CSR (corporate social responsibility) recently. A Japan-China joint venture has to exercise a proper supervision over corporate daily business administration, keeping a friendly and cooperative relationship with a Chinese partner.
Our firm provides comprehensive services about organizational operation and risk management for a local subsidiary with the collaboration of Japanese and Chinese lawyers.

事業の撤退Business Withdrawal

In recent years, a rapidly increasing number of Japanese companies have been restructuring or withdrawing their businesses because of an increase in cost of labor, etc. in China and an unstable political factor between Japan and China. Actually, such a withdrawal causes a lot of distresses, which situation is different from what it was at the time of original investment.
Before planning business reduction or withdrawal, it is necessary to conceive a scheme for restructuring or withdrawing, for which such a means as equity transfer (M&A) and dissolution /liquidation can be considered. If a company has fallen into a situation which is set forth in the Chinese business insolvency law, it has to be liquidated following the procedures provided for by the business insolvency law. Such a restructuring or withdrawing scheme should be deliberately reviewed in accordance with the actual condition of each business, and consideration needs to be given to not only issues related to permits and approvals but also handling of labor related issues.
Our firm will support the headquarters in their withdrawal of local subsidiaries from China, collaborating with a law and accounting firm in China as necessary and paying attention to dealing with financial institutions and business-related parties with whom the parent company has dealings.

現地法人の労働・雇用紛争Labor and Employment Disputes in Local Subsidiaries

In the area of labor laws, various problems arise between companies and employees depending on the historical background and economic situation, and require suitable and flexible response to them.
In particular, in the recent China, a lot of labor troubles have been occurring in the context of increasing wages for social labor and rising awareness of rights. If these troubles are handled in an inappropriate manner, an unforeseen situation such as an incident (for example, suicide) and a walkout may be created.
We will stand mainly by employers and provide companies with support from a broad range of aspects including legal counsel concerning the Chinese labor laws, preparation of work regulations and various internal rules, advice on workforce reduction and restructuring.

会計・税務サポートSupport for Accounting and Tax Practice

The accounting and tax systems of China are different from those of Japan in many aspects. For example, China adopts a “cash-basis booking” system basically for accounting, and the authorities stringently control the flow of funds of companies in their business activities, as if the tax system China uses were a zero-sum game. From these many discrepancies, a gap arises between the headquarters in Japan and a local subsidiary in China with respect to a view of financial processing, resulting in decreased operation efficiency.
While the Japanese way of tax saving does not work in China, some tax saving effects can be achieved by devising an optimal scheme of investment and operation for each business.
From viewpoints of both the Japanese headquarters and their Chinese local subsidiaries, our firm provides not only advice on the Chinese accounting and tax systems but also professional services on designing a business administration scheme for tax saving purposes.

アンチ・ダンピング案件Anti-Dumping Cases

In recent years, there have been a rapidly increasing number of cases in which the Ministry of Commerce conducts a survey of anti-dumping, partly because China wants to protect the domestic industries. The anti-dumping duty is a special duty imposed on the exports that are sold by a exporting country at a lower price in an importing country than in the exporting country (dumping export) and that will damage the domestic industries in the importing country, such that the value of the duty is equal to or lower than the difference in price in order to correct the dumping price to a reasonable one.
If a case of an anti-dumping survey is determined to be built, the one who responds to a survey has to register them as a respondent within 20 days after the case is built, and then they have to submit a written reply to the document of questions within 37 days in principle.
In this manner, an anti-dumping case requires an immediate response above all.
Our firm provides a wide range of services by which Japanese lawyers not only collaborate with Chinese counterparts in preparing a reply and counterstatement on anti-dumping but also work together with a local law firm as necessary to attend at a survey being actually conducted.

模倣品対策等の知財保護Intellectual Property Rights Protection against Counterfeit Products, etc.

Under the situation where counterfeit products have conventionally been circulated in the Chinese market in a secret manner, there are not a few cases in which famous foreign trade marks are registered without permission.
To minimize such a damage, a resolute action has to be taken against a violation of an intellectual property right in China.
When an intellectual property right is assigned or licensed to a Chinese affiliate or company, the Chinese laws require compliance with technology export and import management ordinance, regulation on research and development joint with a Chinese company, and other regulations.
We provide a wide range of services including preparation of contracts and various internal rules for purposes of preventing disputes, not to mention acquisition of an entitlement to a patent and a trade mark in China.

各種契約案件Various Contracts

To sign a contract with a Chinese company and individual, attention has to be paid to a lot of things, which may not be necessary in the case of domestic transactions. For example, Japan and China do not have a treaty based on which they accept each other’s judgement, and in some cases, enforcement of a right by judgement is practically impossible, which means that arbitration should be selected as a means of solution to a dispute on a contract.
Conclusion of a contract with a Chinese company is regulated under the Chinese laws, and in particular a joint venture contract and an intellectual property right license contract have to be registered at the Chinese authorities, which means that careful attention has to be paid to the contents of such contracts before they are signed.
Our firm provides comprehensive support to our clients’ daily international transactions from the experience accumulated for years. Even if a contractual dispute arises between you and a Chinese company or individual, we will protect your benefits seamlessly until the end of the legal procedures in settlement talks and lawsuits/arbitration.

法務調査・信用調査Legal Research and Credit Research

The main research services of our firm cover legal research (DD) conducted before acquiring a company, research conducted on registrations and business conditions of a company before starting international dealings with them, and research conducted on business conditions of competitors.
A legal research is usually conducted before acquiring a company, but besides that it may be conducted for management audit of a subsidiary.
A credit inquiry about a Chinese company is recommended in order to prevent an unforeseen problem in international trading and conclusion of a contract of joint venture and sales agency, etc. with the company.
We can conduct a research for detailed business information, such as who a particular company (for example, a competitor) has dealings with, who they purchase raw materials from, etc.

各種翻訳Translation of Various Documents

Without legal knowledge, correct translation will not be done for legal documents and words, such as the Chinese laws and rules, contracts written in Chinese, contracts in Japanese, etc. A dispute may arise from mistranslation of a contract.
We check out legal documents and words strictly, and both Japanese and Chinese native expert translators exercise stringent proofreading and quality control to supply high quality translation services which no other firm can.

中国企業による対日投資案件Investments of Chinese Companies into Japan

There has been a growing trend year after year for Chinese companies and individuals to make an investment in Japan. Concrete examples of investment in Japan include starting a new company in Japan and obtaining an existing Japanese company by transfer.
A direct investment can be reported after the fact in principle, while the prior notification system applies in some cases. In addition, depending on the type of business, an individual law (for example, a telecommunications business law) may apply, and the administrative procedures may be required, such as notifying, registering and reporting.
Our wide variety of services are tailored to the clients’ needs in their projects of investment in Japan, including selection of an investment method, performance of procedures for incorporating a Japanese company and registration by proxy after the incorporation.

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