Companies in Japan are recorded in the 商業登記 (commercial register) and 法人登記 (corporate register) kept by the 法務局 (Legal Affairs Bureaux) and 地方法務局 (District Legal Affairs Bureaux) of the 法務省 (Ministry of Justice), under the 商業登記法 (Commercial Registration Act) and the 会社法 (Companies Act). Basic identity data is free through the 国税庁 (National Tax Agency) corporate number site, while the substantive record is obtained as a 登記事項証明書 (certificate of registered matters) from the Legal Affairs Bureau. Two things the Japanese register does not contain will surprise anyone used to European registers: shareholders and financial statements.

The official company register in Japan

Registration is a judicial-administrative function, not a chamber-of-commerce one. The register is maintained by the 法務局 (Legal Affairs Bureau) or 地方法務局 (District Legal Affairs Bureau) having jurisdiction over the company’s head office, all of them organs of the 法務省 (Ministry of Justice). A company comes into existence on registration, and each registered entity receives a 会社法人等番号 (company and corporation number) used in registry procedures. Filings are made through the 登記・供託オンライン申請システム (Registration and Deposit Online Application System) at touki-kyoutaku-online.moj.go.jp.

The same institution registers both companies and other corporate bodies — stock companies, membership companies, general incorporated associations and foundations, NPO corporations, cooperatives and professional corporations are all entered in registers kept by the Legal Affairs Bureau, although many of them require the prior approval or certification of a competent authority before registration.

Alongside the register there are two national databases that matter in practice:

  • 法人番号公表サイト (Corporate Number Publication Site) of the 国税庁 (National Tax Agency), at houjin-bangou.nta.go.jp. It publishes the 基本3情報 (basic three items) of every entity holding a 法人番号 (thirteen-digit corporate number) — name, location of head or principal office, and the corporate number itself — together with the history of changes. Search, bulk download and a Web-API are all free of charge.
  • 登記情報提供サービス (Registry Information Service), operated by the 一般財団法人民事法務協会 (Civil Affairs Legal Services Association) at www1.touki.or.jp. This paid service shows the same content as a certificate issued by the Legal Affairs Bureau but without the registrar’s certification, so it is used for checking rather than for proving.

A 個人事業主 (sole proprietor) is not registered. An individual starts trading by filing a 開業届 (notification of commencement of business) with the tax office, and only optionally registers a 商号 (trade name) in the commercial register under the Commercial Registration Act. There is consequently no register of individual entrepreneurs in Japan, and a sole trader can be verified only through a trade-name registration, if one exists, or through tax and licensing records.

Legal forms that can be registered in Japan

Companies under the 会社法 (Companies Act):

  • 株式会社 (kabushiki kaisha — stock company) — the principal Japanese corporate form. Capital is divided into shares, shareholders are liable only for their subscription, and a company may be formed with a single shareholder and a single director. It may be a 公開会社 (open company) whose shares are freely transferable, or restrict transfers by requiring company approval, and it can adopt a board with company auditors, an audit and supervisory committee, or a three-committee structure.
  • 合同会社 (gōdō kaisha — limited liability company) — all members have limited liability, but the internal rules, profit sharing and management rights are set freely in the articles rather than in proportion to contributions. Simpler and cheaper to run than a stock company, it is now the usual choice for wholly owned subsidiaries, including those of foreign groups.
  • 合名会社 (gōmei kaisha — general partnership company) — a company with legal personality in which every member bears unlimited liability for the company’s obligations.
  • 合資会社 (gōshi kaisha — limited partnership company) — a company combining members with unlimited liability and members whose liability is limited to their contribution. Together with the two forms above it belongs to the category of 持分会社 (membership companies).
  • 特例有限会社 (tokurei yūgen kaisha — special limited company) — not a form that can be newly created. The 有限会社 (yūgen kaisha — limited company) was abolished when the Companies Act came into force in 2006; companies that already existed continue in being, keep the 有限会社 name and are treated as stock companies subject to transitional rules. Anyone reading older material should not expect to be able to incorporate one.
  • 外国会社 (gaikoku kaisha — foreign company) — a company incorporated abroad that intends to carry on business continuously in Japan must register in Japan and appoint a representative in Japan, at least one of whom must have an address in Japan; where it opens a 日本における支店 (branch in Japan) the branch is registered as well.

Registered partnerships and non-corporate vehicles:

  • 有限責任事業組合 (yūgen sekinin jigyō kumiai — limited liability partnership, LLP) — a registered partnership without legal personality in which all partners have limited liability and profits are taxed in the partners’ hands. Used for joint ventures and professional collaborations.
  • 投資事業有限責任組合 (tōshi jigyō yūgen sekinin kumiai — investment limited partnership) — the standard Japanese fund vehicle, with a general partner managing and limited partners liable only up to their commitment; its formation and particulars are registered.
  • 任意組合 (nin'i kumiai — general partnership under the Civil Code) — purely contractual, with unlimited partner liability and no registration; included here because it is often mistaken for a registrable entity.

Non-profit, mutual and special corporations registered at the Legal Affairs Bureau:

  • 一般社団法人 (general incorporated association) — a membership-based corporation formed by registration without any need for authorisation, widely used by industry bodies and associations.
  • 一般財団法人 (general incorporated foundation) — a corporation built on endowed assets rather than members, likewise formed by registration.
  • 公益社団法人 and 公益財団法人 (public interest incorporated association and foundation) — the same bodies after certification as serving the public interest, which brings tax advantages and supervision.
  • 特定非営利活動法人 (specified non-profit corporation, NPO corporation) — certified by the prefectural governor or a designated city and then registered; restricted to listed fields of public-benefit activity.
  • 事業協同組合, 農業協同組合 and 消費生活協同組合 (business, agricultural and consumers’ cooperatives) — member-owned bodies formed under their own cooperative statutes and registered after the competent authority’s approval.
  • 弁護士法人, 税理士法人, 監査法人 and similar professional corporations — corporate vehicles for regulated professions, registered in parallel with entry on the professional roll.
  • 医療法人, 学校法人, 社会福祉法人 and 宗教法人 (medical, educational, social welfare and religious corporations) — special corporations that require the approval or authentication of the supervising authority before registration.
  • 相互会社 (mutual company) — the mutual insurance form under the Insurance Business Act, whose members are its policyholders.

Information available from the register

The free layer is thin but useful: the Corporate Number Publication Site confirms, at no cost, that an entity exists, its exact registered name, the address of its head or principal office, its thirteen-digit corporate number and the record of past changes to those items. That is enough to identify a counterparty but not to assess it.

The substantive record appears in the registered matters themselves, which are public and can be obtained by anyone on payment of the statutory fee. For a stock company they include the 商号 (trade name), the location of the 本店 (head office) and of every 支店 (branch), the 会社成立の年月日 (date of incorporation), the 目的 (objects of the company), the 発行可能株式総数 (total number of shares authorised to be issued) and the 発行済株式の総数 (total number of shares issued) with their classes, the 資本金の額 (amount of stated capital), any provision restricting the transfer of shares, whether share certificates are issued, the 新株予約権 (share options) outstanding, the design of the company’s organs, and the 役員に関する事項 (particulars of officers) — directors, the representative director, company auditors and accounting advisors, with dates of appointment. Records of 支配人 (managers), mergers, company splits, changes of organisation, dissolution and liquidation, and the closure of the record, are all entered as well, so the register is a reliable history of a company’s legal identity and management.

Since the register is organised by head office, the certificate is issued by reference to the company and its 会社法人等番号, and the registry information service allows the same content to be viewed online without visiting an office.

What the register does not disclose

Shareholders are not registered. This is the single most important thing to understand about the Japanese register: ownership of a stock company does not appear in it. The 株主名簿 (register of shareholders) is kept by the company itself, and there is no public filing of a shareholder list. Ownership of a listed company can be pieced together from large-shareholding reports and annual securities reports, but for a private company it cannot be established from public registry data at all.

Financial statements are not filed with the register either. A stock company must instead give 決算公告 (public notice of its settlement of accounts) after the annual shareholders’ meeting — publishing its balance sheet in the 官報 (Official Gazette), in a daily newspaper, or by electronic public notice on its own website — and compliance among small companies is patchy. Companies that offer securities to the public file a 有価証券報告書 (annual securities report) with the Financial Services Agency through the EDINET disclosure system, which is where audited financial statements are actually found.

There is no public beneficial ownership register. Since 31 January 2022 a 株式会社, including a 特例有限会社, may apply to the commercial registry office under the 実質的支配者リスト制度 (beneficial owner list system) to have an 実質的支配者情報一覧 (list of beneficial owner information) checked by the registrar and kept on file, and may then obtain certified copies. The copies are issued to the applicant company for presentation to banks and other obliged institutions; the list is not open to public inspection.

Officers’ addresses are also becoming less visible. From 1 October 2024 the 代表取締役等住所非表示措置 (measure for non-display of the address of representative directors and others) allows a listed company, or another company that satisfies verification requirements about its premises and its beneficial owners, to have the residential address of its representative shown only down to the municipality. The Ministry of Justice itself warns applicants that lenders may be more reluctant and property transactions may require extra documents when the measure is in force.

Two further limits are practical rather than legal. The 定款 (articles of incorporation) are generally not obtainable from the register: they are kept by the company, and for a stock company the authenticated original remains with the notary. And the register exists only in Japanese — there is no official English-language extract, so foreign users normally rely on a certified translation.

Documents that can be obtained from the register

  • 登記事項証明書 (Certificate of Registered Matters) — the principal official document, obtainable by anyone on payment of the prescribed fee. It carries the registrar’s certification and is the Japanese equivalent of a company extract, used for banking, contracts, tenders and court proceedings.
  • 現在事項証明書 (Certificate of Currently Effective Matters) — a certificate limited to the matters in force at the time of issue, used when only the present state of the company matters.
  • 履歴事項証明書 (Certificate of Registered Matters Including History) — adds the closed entries for a preceding period, showing former names, past head offices, capital changes and previous officers. The version normally requested for due diligence.
  • 閉鎖事項証明書 (Certificate of Closed Matters) — covers records that have been closed, for example after dissolution, a merger or a transfer of the head office to another jurisdiction; needed to trace an entity that no longer appears in the current register.
  • 代表者事項証明書 (Certificate of Matters Concerning the Representative) — a short certificate proving who the representative director is and that they have authority to act, where a full extract is unnecessary.
  • 登記簿の謄本・抄本 (Full or Abridged Transcript of the Register) — a complete or partial copy of the register record, available at the office that keeps the record for the head office or branch concerned.
  • 登記事項要約書 (Summary of Registered Matters) — a summary that replaced the former practice of inspecting the register in person. It may be requested by anyone but carries no certification, so it cannot be used as proof.
  • 印鑑証明書 (Seal Registration Certificate) — certifies the impression of the representative’s registered corporate seal. Together with the seal itself it is indispensable in Japanese practice for contracts, notarial acts, real-estate transfers and court filings; requesting it requires the company’s 印鑑カード (seal card).
  • 商業登記電子証明書 (Commercial Registration Electronic Certificate) — the electronic counterpart of the registered seal, issued by the registrar and used to sign electronic filings and contracts on the company’s behalf.
  • 実質的支配者情報一覧の写し (Copy of the Beneficial Owner Information List) — the registrar-verified list of a stock company’s beneficial owners, issued to the company for presentation to financial institutions rather than to the public.
  • 有価証券報告書 (Annual Securities Report) — for companies that raise capital from the public, the audited annual report filed with the Financial Services Agency and published through EDINET; the practical source of financial statements, since the register holds none.

Frequently Asked Questions

What is the official business register in Japan?

It is the commercial and corporate register kept by the Legal Affairs Bureaux and District Legal Affairs Bureaux of the Ministry of Justice under the Commercial Registration Act and the Companies Act. The record of a company is obtained as a 登記事項証明書 (certificate of registered matters).

Can I check a Japanese company for free?

Only its identity. The National Tax Agency’s Corporate Number Publication Site gives the registered name, head office address and thirteen-digit corporate number, with change history, free of charge and by bulk download or API. Anything beyond that — objects, capital, officers, history — requires a certificate or the paid registry information service.

Are the shareholders of a Japanese company public?

No. The commercial register does not record shareholders; the register of shareholders is kept by the company. For listed issuers, ownership can be reconstructed from large-shareholding reports and annual securities reports filed with the Financial Services Agency, but for private companies it is not publicly available.

Are the accounts of Japanese companies public?

Not through the register. A stock company must publish its balance sheet after the annual shareholders’ meeting in the Official Gazette, in a newspaper or by electronic notice on its website, and companies that offer securities to the public file full audited reports through EDINET. Nothing financial is filed with the Legal Affairs Bureau.

What is a 印鑑証明書 and why is it needed?

It is the certificate of the company’s registered seal impression. Japanese practice authenticates corporate acts by seal rather than signature, so counterparties, notaries, banks and land registries routinely ask for the seal certificate together with the certificate of registered matters.

Can the beneficial owner of a Japanese company be identified?

Not from a public register. Since January 2022 a stock company may have a list of its beneficial owners verified and kept by the commercial registry office and obtain certified copies, but those copies are issued to the company for its bank rather than made available for public inspection.

Sources

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