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Jun Kurozumi

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Jun Kurozumi

International Contact Partner / USCPA (Washington)

On Creating a Legal Seal when Expanding to Japan

August 12, 2019

Question:

Are we required to have our own a corporate seal/stamp when we register our Japan subsidiary company or branch office?

Answer:

A corporation can have a representative’s seal (legal seal), a square seal, and a bank seal. During registration, as a general rule, companies should have their own corporate seal.

Explanation:

According to law, a seal impression must be submitted to a registry office when incorporating a Japan subsidiary or establishing a branch office.

Commercial Registration Act

(Submission of Seal Impression)

Article 20 A person who is required to affix a seal to a written application for registration shall submit an impression of such seal to a registry office in advance.

The same shall apply to the cases where such person has changed a seal.

Source: Japanese Law Translation Database System
https://www.japaneselawtranslation.go.jp/

Because submitting a notification to the registry office is necessary, a seal must be made during incorporation or establishment. Other seals such as the square seal or a bank seal is optional, but it is recommended to have a combination of a company seal and a square seal or bank seal reduce the risk of forgery. (Refer to Q27 for more information.)

While the Commercial Registration Act stipulates that the seal impression must be submitted to the registry office in advance, the practice of submitting the seal registration application and registration of seal-impression at the same time is accepted (http://www.moj.go.jp/MINJI/minji69.html#11).

Note that the certificate of registered seal issued for corporate seals is not the same as that issued for personal seals (municipal); it is issued by the Legal Affairs Bureau.

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