Aoyama Sogo Accounting Firm Co. Ltd.
an independent member firm of PrimeGlobal
One-stop SPC Administration
(1. Incorporation ― 2. Management ― 3. Dissolution)
Based on our two decades of experience and expertise, we provide one-stop SPC incorporation, ongoing management, and dissolution support services. Our seamless service for various asset types include financial assets, office and residential real estate, commercial, hotels, logistics warehouses, healthcare facilities, infrastructure related facilities, renewable energy, marine property, and whole businesses (WBS).
Incorporation Support for Fund Vehicles (SPC)
- Setup of SPC
- Certification of Articles of Incorporation, Notification of incorporation to tax authority, Agency service for entity registration, Bank account opening, Arrangement of URL issuance for electronic public notice, other necessary administration
- Nominee Directorship Service
- Provision of our certified public accountants/tax accountants to serve as your entity’s director, statutory auditor, commissioner, auditor secretary, executive officer, managing member, and/or representative in Japan
- Provision of Registered Address
- *Our address can be provided as your registered business address
Management Support of Fund Vehicles (SPC)
- Bookkeeping (includes use of Yardi, MRI, and other specialized accounting software), Consolidated group reporting, IFRS and US-GAAP basis financial statements, Annual reports, Business reports, Securities and Exchange report preparation and submission, Arrangement of electronic public notice
- Preparation and filing of Corporate income tax, Consumption tax, Local tax, and Enterprise tax reports, Preparation of withholding tax payment forms and statutory reports, Acquisition of withholding exemption certificates, Reporting of Depreciable assets tax, Simulation of Consumption tax, Tax audit support, Notification of tax treaties, and Notification of changes in registered matters
- Report Preparation and Filing
- Year-end reporting for corporations, silent partnerships (Tokumei Kumiai), Investment Limited Partnerships (LPS), investors and lenders, Reporting of cash flow reports, Preparation of performance reports, Notifications to local finance bureau for specially permitted businesses of qualified institutional investors
- Registered Seal Management, Legal Affairs and other Administration
- Custody of SPC registered seals, Affixing the seals for contracts and applications, Convening of annual and extraordinary general meetings of members (shareholders), Preparation of meeting minutes, Arrangement for re-appointment of directors and appointment of corporate auditors, Preparation and reporting related to foreign exchange laws and affidavit procedures.Click here for “Flow of Seal Management and Affixing Procedures”
- Cash Management
- Bank book management, Monitoring of receipts, Management of payment due dates including principal and interest payments, Execution of payments
- Loan Covenant Management
- Identification of loan terms, Waterfall, Cash flow monitoring, PDS/DSCR/LTV calculation, Payment arrangements, Preparation of approval letters required for property sales and bond redemption
- Audit Liaison
- Correspondence and resolution of financial statement audit matters with audit firms, Provision of auditing room
Fund Vehicle (SPC) Dissolution Support
- Liquidation and Dissolution
- Submission of tax notifications for liquidation and dissolution, Tax return filings, Agency service for registration, Arrangement of public notice, Affidavit procedures, Closing of bank accounts, and other necessary administration*Commercial legal affairs and registration procedures are handled by a judicial scrivener.
- Partnership Funds
- We also provide fund management services for investment schemes involving investment limited partnerships (LPS) and silent partnerships (TK).
- Preparation of Opinion Letters
- Accounting Opinion, Tax Opinion, and Fair Value Opinion letters
- Electronic Public Notice
- Arrangement for internet access to financial results for the past five years
- Agreed Upon Procedures
- Due diligence (AUP) is performed on securitized assets at the time of setup and interim periods. We provide quick response and timely reporting of investigation results.