The Study Of The Non-profit Characteristic Of The General Incorporated Association And The General Incorporated Foundation On Japanese Law

The general incorporated association and the general incorporated foundation is one type of non-profit legal person on Japanese law,which has a unique status in Japanese non-profit legal person system.From the Japanese law's method of distinguishing between the for-profit legal person and non-profit legal person,it is found that Japanese law treats different types of general incorporated associations and the general incorporated foundations with different levels of their non-profit characteristic.The differentiation of treating is helpful to the design of non-profit legal person system in China.In particular,this article is divided into four parts as follows:The first part mainly introduces the method of distinguishing between for-profit legal persons and non-profit legal persons under Japanese law.Non-profit legal persons are commonly regarded as those who never distribute the profits gained from business activities to their members.The profits include the distribution of surplus and the distribution of residual properties.In the Companies Act of Japan,the members of the stock company,general partnership company,limited partnership company and limited liability company have the right to dividends and the right to distribute the residual properties.The second part mainly discusses the formation of the general incorporated association and the general incorporated foundation under the Japanese law.The unions of groups had a long history in Japan,many non-profit organizations and commonwealth groups have existed for a long time,and the law has been setting up different legal systems for these groups.As a result,the types and sizes of legal persons were constantly expanding,but those systems still could not satisfy the various demands of the people.When the balance of the demands and supplies of the systems became weak,its disadvantages were latent in the dark.At the beginning of the 20 th century,Japan's public interest corporation system underwent drastic reforms.As a result,the general incorporated association and the general incorporated foundation system was formed.The third part mainly discusses the rule of residual properties distribution of the general incorporated association and the general incorporated foundations;how Corporate Tax Law differentiate the general incorporated associations and the general incorporated foundations;the relationship between the general incorporated associations and the general incorporated foundation and other non-profit legal persons;and the former's status in the non-profit legal person system.The members of the general incorporated associations or the general incorporated foundations do not have the right to request for distributing residual properties or dividend.The general incorporated associations or the general incorporated foundations cannot distribute dividends through resolution,but may distribute residual properties through dissolving liquidation.If the general incorporated associations or the general incorporated foundations choose to distribute residual properties they would lose the benefits of the preferential tax and thus to be taxed the same as the for-profit legal persons.That is because their non-profit characteristic is not thorough and complete.Section four mainly discuss the problems of the misjudgment of for-profit legal persons and non-profit legal persons in China due to misunderstanding of the concept of non-profit legal persons and false positioning of the public welfare institution legal person;and what can be draw on by comparing to the experiences from Japan about the differentiation between for-profit legal persons and non-profit legal persons,and creating the general incorporated association and the general incorporated foundation system.Those who fail to implement the principle of not distributing surplus and residual property to its members should not receive preferential tax,because a for-profit legal person distributes surplus and residual property to its members.The social organization as a legal person should be allowed to engage in profitable activities,but if the organization has surplus assets to distribute,it should not enjoy the preferential tax.Moreover,a specific administrative organization law should be provided for the public welfare institution legal person.