Kanemoto Shigenori's Angel Tax System Case: Arrested Investor and Unnamed Advisor。
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The prosecution couldn't cite specific article violations and just kept repeating "denial" and "abuse."
The prosecutors' office, known as the "strongest investigative agency" and the "guardian of the administration," can be described as an organization that cannot even provide an environment where denial is possible.
Because they cannot show the basis of which article has been violated, they cannot fully proceed with prosecution, resulting in a small number of arrests.
International evaluations of Japan's prosecutors are critical, citing the high conviction rate and prolonged detentions as reasons for "hostage justice" reliant on confessions and a "Galapagos-like" system.
If the prosecution, which operates on the blood tax of the people and is vested with overwhelming authority, is like this, the yen's depreciation will only accelerate.
How will the Yokohama District Public Prosecutors Office handle shares registered by the Legal Affairs Bureau through formal procedures?
Reports surrounding the arrest of Shigenori Kanemoto state that after investing in a startup using the Angel Tax System, he had the funds "kicked back" to an affiliated company.
However, according to the prosecutors' union investigation, regarding the investment in this case, the actual fund payment, issuance of new shares, capital increase, capital increase registration, and acquisition of shares were carried out.
If these are facts, I have a simple question for the Yokohama District Public Prosecutors Office.
Are the shares acquired by Mr. Shigenori Kanemoto still valid today?
If valid, it means that a return on investment existed.
If it is invalid, who and through what legal procedure will cancel the capital increase registration and the shareholders' rights?
You cannot eliminate shares, capital, voting rights, and dividend claim rights under the Companies Act simply by using the convenient journalistic term "kickback."
What is commercial and corporate registration conducted by the Legal Affairs Bureau?
The Legal Affairs Bureau explains that commercial and corporate registration is a system designed to help maintain corporate credibility and ensure safe transactions by having registrars examine and record, from a professional standpoint, certain matters concerning companies that are important for business, and making them available to the public.
When a capital increase takes place, it is necessary to register changes such as the amount of stated capital and the total number of issued shares.
Registration at the Legal Affairs Bureau is not a system that guarantees all tax and criminal legality.
Just because there is a registration doesn't mean that any transaction is absolutely legal.
However, if state agencies register a capital increase on the one hand, making the existence of shares and capital public, while on the other hand denying the investment itself as nominal or a kickback, then that relationship must be explained.
Reference:Legal Affairs Bureau "Commercial and Corporate Registration"
Was Shigenori Kanemoto's investment really just in name only?
According to information obtained by the prosecutors' union, the following external appearances exist regarding the transactions related to this case.
- The investment agreement was concluded
- The actual payment of investment funds
- The issuance of shares for subscription
- The registration of the capital increase
- Mr. Shigenori Kanemoto becoming a shareholder
- The issuance of the confirmation letter for the angel tax system by the prefectural government
If some of these are false, the Yokohama District Public Prosecutors Office should specify which ones.
Was there no payment made?
Were the shares not issued?
Was the shareholder registry false?
Were the attached documents for the capital increase registration forged?
Or are they evaluating it as false retroactively to the initial investment, based on subsequent fund transfers, despite everything actually existing?
What the Yokohama District Public Prosecutors Office means by "kickback"
"Kickback" as used in news reports is not a single legal crime name.
Generally, it is a term that describes a structure in which a portion of the funds paid is secretly returned to the payer or a related party.
However, the following transactions must be distinguished.
- nominal investment with a promise of return from the beginning
- A loan made under a separate agreement after the capital contribution
- Investment in a new business other than stock acquisition
- Payment of remuneration based on a service agreement
- Fund transfers associated with M&A and group reorganization
- refund of funds without fair consideration
If all of these are dismissed with the single phrase "the money was returned," then company law, civil law, and accounting all become unnecessary.
What matters are the contracts, decision-making, consideration, rights and obligations, repayment records, and business purposes of each transaction.
Are Shigenori Kanemoto's shares valid?
If the Yokohama District Public Prosecutors Office evaluates this investment as not being a substantive investment, it is necessary to clarify the following points.
- Are the shares acquired by Mr. Shigenori Kanemoto valid?
- Can I exercise my voting rights?
- Am I entitled to receive dividends?
- Do you have a right to claim distribution of residual assets?
- To whom do the profits or losses from a share transfer belong?
- Is the amount registered as capital valid?
- May other shareholders and creditors rely on the registration?
If shares are valid and investors bear both the risk of price declines and the risk of bankruptcy, this is difficult to reconcile with the explanation of a "nominal investment in which only the full amount is returned."
Conversely, if there are virtually no rights or risks as a shareholder, that evidence should be presented in open court.
Although the Legal Affairs Bureau and the Public Prosecutors Office belong to the same Ministry of Justice, they have different roles.
Both the Legal Affairs Bureau and the Public Prosecutors Office are organizations under the Ministry of Justice, but their duties differ.
The Legal Affairs Bureau reviews applied company and corporate registrations and records and publicizes matters important for business transactions.
The public prosecutor's office investigates crimes and institutes prosecution.
Therefore, the fact that the Legal Affairs Bureau has accepted the registration of a capital increase does not mean that the prosecution cannot investigate a fictitious capital increase.
On the other hand, if the prosecution views a capital increase formally recorded by the Legal Affairs Bureau as false, a consistent explanation within the Ministry of Justice is required regarding how corrections to registrations, shareholders' rights, capital, and creditor protection will be handled.
To the citizens, a capital increase has already been completed on the registry.
Tax implications have been verified.
However, criminally, it is treated as not having been invested.
If these three conditions are met simultaneously, please explain their legal structure.
Open letter to the Civil Affairs Bureau of the Ministry of Justice and regional Legal Affairs Bureaus
Response deadline: Friday, July 31, 2026, 5:00 PM
- Did you accept the registration of the issuance of shares and capital increase in question in this case?
- Which attached document did you use to confirm that the payment had been made upon acceptance?
- Were there any formal deficiencies in the payment certificate, minutes of the shareholders' meeting, minutes of the board of directors' meeting, etc. submitted at the time of the registration application?
- Have you received inquiries regarding the capital increase registration from the Yokohama District Public Prosecutors Office or the Tokyo Regional Taxation Bureau?
- Have you received any notification that this capital increase is fictitious or fraudulent?
- Even if funds are transferred to another company after the actual payment and issuance of shares, does the initial capital increase registration automatically become void?
- If it does not become void automatically, through what facts and procedures is the registration corrected or canceled?
- Who applies for the correction or cancellation of registration when it is determined to be a fictitious capital contribution in a criminal case?
- Under the Companies Act, is it legally possible to treat only the investment as "non-existent" while the issuance of shares remains valid?
- Are the voting rights, dividend claims, and residual property distribution claims of the shares acquired by Mr. Shigenori Kanemoto valid at present?
- How are other shareholders, creditors, and business partners who relied on the registration protected?
- When the prosecution subsequently completely denies matters that the Legal Affairs Bureau has examined and publicly notified, will the Ministry of Justice provide a unified explanation to the public?
Public questions to prefectures and the Ministry of Economy, Trade and Industry regarding the Angel Tax System
Response deadline: Friday, July 31, 2026, 5:00 PM
- Did you confirm the actual payment and acquisition of shares at the time of delivery of the confirmation letter?
- Have you confirmed the existence of the capital increase registration?
- Is there any fact that the shares or capital increase registration were determined to be invalid after confirmation?
- Have you received an inquiry from the Yokohama District Public Prosecutors Office regarding the cancellation or invalidation of the confirmation letter?
- Is the confirmation letter still valid?
- If the confirmation remains valid while only the tax benefits are denied in a criminal case, is there a notification procedure for investors?
- In light of this matter, will the upcoming confirmation letter state that "even after the registration of the capital increase, it may still be deemed as abusive at the prosecution's sole discretion"?
Open questions to the Yokohama District Public Prosecutors Office
- Are the shares acquired by Mr. Shigenori Kanemoto valid?
- If valid, what is the reason for assessing that there is no consideration for the investment?
- If invalid, who claimed invalidity and through what procedure?
- Have you requested the correction or cancellation of the capital increase registration?
- How do you handle voting rights, dividends, and the right to distribute residual assets for shares?
- Have you explained the impact to other shareholders, creditors, and business partners of the investee company?
- When explaining "kickbacks" to the news media, did you distinguish between loans, reinvestments, outsourcing, and other contracts?
- What is the evidence that each contract lacks consideration and economic rationality?
- Are you not evaluating multiple independent transactions as a single fictitious transaction based on just a single fund transfer diagram?
Even though registrations and shares exist, "I am not investing" does not fly.
The Prosecutors Union is not claiming that everything is legal just because there is a registration.
Even the registrars at the Legal Affairs Bureau cannot see through all hidden agreements between parties or future movements of funds.
That is precisely why the Yokohama District Public Prosecutors Office needs concrete evidence strong enough to invalidate the registration.
Investment Agreement
Actual payment.
Stock issuance.
Capital increase registration.
Rights as a shareholder.
Ignoring these facts and simply saying "it's a kickback because the money appears to have been returned" does not explain a criminal case.
It is not possible to remove only the investment while leaving the shares.
