Japan
Financial Reporting Obligations for Companies in Japan
1. Registry for Submitting Financial Statements
In Japan, listed/public filer companies submit financial reports to the Financial Services Agency (金融庁, FSA) via the EDINET system. Corporate registration matters (not annual financial statements) are handled by the Legal Affairs Bureau (法務局). Tax filings are handled via the National Tax Agency’s e-Tax system. Online services: EDINET (FSA) (https://disclosure2.edinet-fsa.go.jp) and National Tax Agency e-Tax (https://www.e-tax.nta.go.jp).
Public Access to Financial Statements:
In Japan, financial statements of listed companies are publicly available through the Financial Services Agency (FSA) EDINET system (https://disclosure.edinet-fsa.go.jp/) and the Tokyo Stock Exchange (TSE) (https://www.jpx.co.jp/english/).
However, financial reports of private companies (Kabushiki Kaisha not listed, Godo Kaisha and other non-listed entities) are not publicly accessible. Such reports are filed with tax authorities but are not disclosed to the general public.
2. Legal Forms Obliged to Publish Financial Statements
Legal forms in Japan and typical filing/publication obligations:
- 株式会社 (Kabushiki Kaisha, Company Limited by Shares) – balance sheet public notice under the Companies Act; listed KKs file full reports via EDINET.
- 合同会社 (Gōdō Kaisha, Limited Liability Company) – keeps accounts for tax; no general public notice requirement.
- 合名会社 (Gōmei Kaisha, General Partnership) – books/records; no general public notice requirement.
- 合資会社 (Gōshi Kaisha, Limited Partnership) – books/records; no general public notice requirement.
- 外国会社（日本支店）(Gaikoku Kaisha branch in Japan) – disclosures per Companies Act for foreign branches; if publicly offering in Japan, file via EDINET.
- 有限責任事業組合 (Yūgen Sekinin Jigyō Kumiai, LLP) – special partnership; no corporate-style public filing.
- 一般社団法人 (General Incorporated Association) – accounts/filings per its act; audit/disclosure depends on size/status.
- 一般財団法人 (General Incorporated Foundation) – accounts/filings per its act; audit/disclosure depends on size/status.
- 特定非営利活動法人 (NPO) – maintains accounts; disclosure/audit per NPO law and size.
- 個人事業主 (Sole Proprietorship) – records for tax; no public filing.
Forms typically not obliged to publish: 個人事業主 (sole proprietors) and small family businesses; they must still keep accounting/tax records.
3. Companies Requiring Audited Financial Statements
Audits are required by law for certain categories. Summary:
|
Legal Form / Situation |
Rule |
Criteria |
| 株式会社 (KK) – Listed / FIEA filer | Audit always required | Financial Instruments & Exchange Act + stock exchange rules; EDINET filing. |
| 株式会社 (KK) – “Large Company” | Audit required | Paid-in capital ≥ JPY 500,000,000 or total liabilities ≥ JPY 20,000,000,000. |
| 株式会社 (KK) – Three-committee / Audit & Supervisory Committee model | Audit required | Governance structure under Companies Act mandates an Accounting Auditor. |
| 合同会社 (GK) / 合名会社 / 合資会社 | Audit generally not required | Unless they become FIEA filers (e.g., public offering) or adopt voluntary audits. |
| 外国会社（日本支店） | Audit depends on circumstances | Parent listing/FIEA obligations may require audit; comply with Japanese branch disclosure rules. |
Key audit criteria (Japan): Companies Act “Large Company” test (capital ≥ JPY 500m or liabilities ≥ JPY 20b); listed/FIEA filers audited regardless of size.
Special considerations:
- Listed companies (Tokyo Stock Exchange) must be audited and file via EDINET.
- Turnover/headcount are not statutory audit triggers under the Companies Act.
- Small companies below the “Large Company” threshold are generally exempt but may opt for voluntary audits.
4. Local Stock Exchange and Financial Statements Publication
If listed, companies publish under exchange rules and FIEA via EDINET. Main exchange: Tokyo Stock Exchange (JPX) – https://www.jpx.co.jp
5. Deadline for Submitting Financial Statements
- FIEA Annual Securities Report (EDINET): generally within 3 months after fiscal year-end.
- Companies Act public notice (KK): promptly after shareholder approval at the annual meeting (balance sheet notice or availability at head office/branches).
6. Companies Submitting Partial Financial Statements
Unlisted Kabushiki Kaisha may publish only a balance sheet (or consolidated balance sheet) as the required public notice; full financial statements are approved internally and kept by the company.
7. Consequences for Late Submission of Financial Statements
Late or missing FIEA filings can trigger administrative penalties, orders by the FSA, and stock exchange sanctions (including potential delisting). Failure to comply with Companies Act public notice requirements can result in statutory orders/penalties.
8. Requirements for Foreign-Owned Branches and Newly Established Companies
Foreign-owned branches must comply with Companies Act rules for foreign companies with a Japan branch and, if applicable, FIEA/EDINET obligations. Newly established companies prepare financial statements for their first fiscal year, obtain shareholder approval, and make any required public notice; listed/FIEA filers submit their first Annual Securities Report within the same 3-month deadline.
Sources
|
Source |
Link |
| FSA – EDINET (Electronic Disclosure) | https://disclosure2.edinet-fsa.go.jp |
| Companies Act (会社法) – balance sheet public notice / “Large Company” | https://elaws.e-gov.go.jp |
| Tokyo Stock Exchange (JPX) – Timely disclosure | https://www.jpx.co.jp |
| National Tax Agency – e-Tax | https://www.e-tax.nta.go.jp |
| Start Companies Search | Order Credit Report |
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