What is the main source of law authorising this entity form?

Companies Act, Part II.

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

A stock company has legal personality.

(Maximum) period of existence

There is no maximum period of existence; provided, however, that if a period of existence is stipulated in the articles of incorporation (teikan), the stock company dissolves when such period has expired.

Governing document(s)

A stock company is governed by its articles of incorporation, unless the articles violate the law or certain fundamental principles like the “principle of equal treatment of shareholders.”

Liability of incorporators / shareholders

A shareholder's liability is limited to the amount of the subscription price of the shares the shareholder holds.

If incorporators fail to perform their duties with respect to the incorporation of a stock company, they will be liable to compensate for damages incurred by the stock company. Moreover, incorporators are liable for third-party damages when they have acted in bad faith or with gross negligence in performing their duties. In addition, if the formation of a stock company fails, the incorporators are liable for any act committed and bear the costs expended in connection with the incorporation (therefore, they are liable for reimbursement of the money paid by the subscribers for the shares solicited at incorporation, if any).

(Governing) bodies

A stock company must have at least one director (torishimariyaku) and shareholders’ meeting (kabunushi-sokai). A stock company can elect to have a board of directors (torishimariyaku-kai) and/or company auditor (kansayaku). If the company elects to have a board of directors, at least three directors, one representative director (daihyo-torishimariyaku), and one company auditor must be appointed.

There are some other governing bodies available for the stock company (e.g., a board of company auditors, committees, etc.) which are not used commonly for small and medium sized companies.

Other particularities

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

A stock company can be involved in international transactions and restructurings; provided that it could be subject to regulations under the Foreign Exchange and Foreign Trade Act and restrictions under individual industry laws.

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

A stock company can be listed on a stock exchange if the requirements of the respective exchange are met. It can be publicly held and its stocks can be issued to members of the public.

Can this type of entity be used for a non-profit or charitable organization?

Generally, no; it is impossible to deprive shareholders of both the right to receive dividends of surplus and the right to receive distribution of residual assets.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

Main documents required (in the case where incorporator(s) subscribe for all shares issued at incorporation (hokki-setsuritsu))

(Please note that different or additional documents may be required as the case may be, e.g., the case where a foreign person or a foreign company will become an incorporator.)

• For certification of the articles of incorporation:
• At least two sets of the articles of incorporation;
• Declaration form of those who would be substantial controllers (to declare they are not members of an organized crime group, etc.);
• Registered seal and certificate of registered seal (inkantoroku-shomeisho) of each incorporator;
• Revenue stamp (not required in case of electronic articles of incorporation); and
• ID(s) of incorporator(s), etc.
• (2) For registration:
• Application form for registration;
• A4 paper on which revenue stamps equivalent to the amount of registration and license tax are stamped;
• Certified articles of incorporation;
• Decision letter by the incorporator(s) (in cases such as when the details of the address of the head office are not set forth in the articles of incorporation);
• Payment certificate of capital attached with a copy of a bank passbook of a bank account to which the capital payment is made, etc.;
• Letter(s) of acceptance of appointment of the officer(s);
• Certificate(s) of registered seal(s) of director(s) (in the case of a company with a board of directors, such certificate(s) of representative director(s));
• Identification documents of director(s) (other than those who submit a certificate of registered seal) and company auditor(s);
• Notification form of the company’s seal to be registered; and
• Paper or CD-R, etc. in which the matters to be registered are described, etc.
• After the incorporation, documents regarding tax matters, social insurance matters and labor matters are also required.

Involvement of notary, company register, governmental authorities

The articles of incorporation must be certified by a notary public and a stock company needs to be registered at a legal affairs bureau thereafter.

Timing (estimate)

Just considering the work, it will take around two weeks to complete the application for registration and three days to two weeks from the date the application is submitted until the registration is completed.

Although the date of application is registered as the incorporation date, practically, the actual business can start after the completion of registration.

Main costs, including registration and similar fees (excluding legal fees)

(1) For certification of the articles of incorporation

• JPY 40,000 as revenue stamp on the articles of incorporation (not required in case of electronic articles of incorporation),
• JPY 15,000 to JPY 50,000 for handling fee for certification of the articles of incorporation depending on the circumstances such as the amount of stated capital stipulated in the Articles of Incorporation, the number of incorporators, whether the company has a board of directors, etc., and
• Approximately JPY 2,000 for preparation fee of certified copy of the articles of incorporation.

(2) For registration

• Registration and license tax: 0.7% of the capital amount (JPY 150,000 shall be the lower limit)
• Cost for preparing the company’s seal to be registered (approximately JPY 5,000 to JPY 10,000)

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

The purpose of the company is described in the articles of incorporation and registered.

Minimum number of incorporators / shareholders and residency requirements

There must be at least one incorporator upon incorporation. There are no residency requirements for incorporators. However, as a non-resident incorporator cannot prepare his/her certificate of registered seal, a certificate of signature issued by the authorities of his/her home country is required instead.

Minimum number of directors (or other applicable officers) and residency requirements

There must be at least one director (in the case of a stock company with a board of directors, at least three directors) upon incorporation. There are no residency requirements for directors. However, as a non-resident director cannot prepare his/her certificate of registered seal, in cases when it is required, a certificate of signature issued by the authorities of his/her home country is required instead.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

There is no minimum share capital requirement.

The account of a financial institution which can be used for the payment of share capital upon incorporation should be an account of which the holder is the incorporator or director at incorporation (in the case of a director, a power of attorney by which the incorporator authorizes the right to receive the payment to the director is required), though it does not need to be newly opened. Additionally, a third party delegated with authority to receive payment can be the account holder but only in the case when no incorporator or director at incorporation has a residential address in Japan. In such a case, a power of attorney by which the incorporator authorizes the right to receive the payment to such third party is required.

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

No. Certification of the articles of incorporation and registration of incorporation can be completed by an agent, although additional documents like a power of attorney are required.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

A Corporate Number (hojin-bango) which is used for administrative purposes including tax and social security is assigned to each corporation including a stock company by the National Tax Agency. Around one week after the completion of the incorporation registration, a notification letter of such number will be sent to the registered address of the head office, and will also be posted on the National Tax Agency’s website without any additional procedures.

What is the title of the applicable company registry?

The title of the applicable company registry is a legal affairs bureau (“Homukyoku”) which is a local agency of the Ministry of Justice.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

The following information must be filed at the legal affairs bureau and all such information will be publicly available*:

(*In certain cases, the representative director’s address in (1), (i) below is not publicly available. See response to Question 39.)

• Information to be registered with regard to all stock companies:
• Purpose;
• Trade name;
• Address of the head office and address of branch office(s) (if any);
• Amount of stated capital;
• Total number of authorized shares;
• Details of the shares it issues (or, for a company with class shares, the total number of authorized shares in a class and the details of the shares of each class);
• Total number of the issued shares and the class(es) and the number of each class of the issued shares
• Names of the directors (except in certain cases);
• Name and address of the representative director (except in certain cases); and
• Provision of the articles of incorporation regarding the method of public notice (if there is no such provision, a statement to the effect that publication in an official gazette (kampo) is to be the method of public notice).
• (2) Information to be registered if applicable:
• Duration or the grounds for dissolution of the stock company;
• Share unit;
• Statement to the effect that the company is a share certificate-issuing company;
• Name, address and business office of the shareholder register administrator;
• Matters regarding share options;
• Statement to the effect that the company is a company with a board of directors;
• Statement to the effect that the company is a company with accounting advisor(s) (kaikei-sanyo), their name(s), and the place to keep the financial statements;
• Statement to the effect that the company is a company with company auditor(s), statement to the effect that the company’s articles of incorporation has a provision to limit the audit range of company auditors to those related to accounting, and the name(s) of company auditor(s);
• Statement to the effect that the company is a company with a board of company auditors (kansayaku-kai) and the fact that those among the company auditors who are outside company auditors are outside company auditors;
• Statement to the effect that the company is a company with financial auditor(s) (kaikei-kansanin) and the name(s) of the financial auditor(s);
• Name of the person who is temporarily appointed to perform the duties of a financial auditor;
• Matters concerning provisions for voting by special directors (tokubetsu-torishimariyaku);
• Matters concerning committees;
• Provisions of the articles of incorporation with regard to exemption from liability of directors, company auditors, etc.;
• Provisions of the articles of incorporation with regard to the conclusion of contracts for limitation of liabilities assumed by non-executive directors, etc.;
• When taking electronic or magnetic measures for public notice of its balance sheet, etc., the URL of the webpage on which the balance sheet, etc. is to be posted; and
• If the provisions of the articles of incorporation provide that electronic public notice is to be the method of public notice, the URL of the webpage to be used for public notice and the contingency method.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

Company which does not have a board of directors

Each director executes the operations and supervises other directors’ execution of the duties, and has authority to represent the company externally. If and when a representative director is appointed, other directors lose their authority of representation.

Company which has a board of directors

The board of directors decides the execution of the operations and supervises the execution of the duties by the representative director(s) and the executive director(s). The representative director(s) has representative authority of the company.

How are the members of the executive body appointed, dismissed and replaced?

Appointment

• In the case of incorporation in which the incorporator(s) subscribe for all the shares issued at incorporation, the director(s) at incorporation are elected by a majority of the votes of the incorporators (in the case of a sole incorporator, by a decision of such incorporator) or by stipulating in the articles of incorporation. In the case of incorporation in which person(s) who will subscribe for the shares issued at incorporation is/are solicited in addition to the subscription by the incorporator(s) (boshu-setsuritsu), the election of the director(s) at incorporation must be made by resolution at an organizational meeting (soritsu-sokai).
• For a company with a board of directors, the representative director(s) at incorporation is/are appointed by a majority of the votes of the directors at incorporation.

After the incorporation, the directors are appointed at the shareholders’ meeting, and the representative director(s) is/are appointed by a resolution at the board of directors’ meeting or, if there is a provision to the effect that the representative director shall be appointed at the shareholders meeting, by a resolution at the shareholders’ meeting.

• For a company which does not have a board of directors, the representative director(s) at incorporation can be appointed by: (a) consent of the majority of the incorporators; (b) stipulating in the articles of incorporation; or (c) the directors at incorporation from among themselves pursuant to a provision in the articles of incorporation. After the incorporation, the directors are appointed by a resolution at the shareholders’ meeting, and the representative director(s) can be appointed by: (a) the directors from among themselves pursuant to a provision in the articles of incorporation; (b) a resolution at the shareholders’ meeting; or (c) stipulating in the articles of incorporation. If no representative directors are appointed, each director has a right to represent the company.

Dismissal

• Directors can be dismissed by a resolution at the shareholders’ meeting, in principle.
• For a company with a board of directors, the representative director is dismissed by a resolution at the board of directors’ meeting. For a company which does not have a board of directors, the representative director is dismissed by: (a) consent of the majority of the directors if such representative director is appointed by the directors; (b) a resolution at the shareholders’ meeting if such representative director is appointed at a shareholders’ meeting; or (c) amendment of the articles of incorporation by a special resolution at the shareholders meeting if such representative director is appointed by stipulating his/her name in the articles of incorporation.

Is it possible to appoint corporate directors or must all directors be natural persons?

Only natural persons can be directors.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

There is no requirement to have non-executive directors except for the case of a company with committees.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

A shareholders’ meeting of a company which does not have a board of directors can resolve any and all the matters regarding the company, such as the organization, operations and administration thereof.

For a company with a board of directors, only the matters provided for in the Companies Act and the matters provided for in the articles of incorporation may be resolved at a shareholders meeting.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

An ordinary resolution is passed by a majority of the votes of the shareholders present at a meeting where the shareholders holding a majority of the votes of the shareholders who are entitled to vote are present.

For matters that require special resolutions, they must be passed by two thirds or more of the votes of the shareholders present at a meeting where the shareholders holding a majority of the votes of the shareholders entitled to vote at such shareholders’ meeting are present.

Additionally, there are some matters that require stricter resolutions than the special resolutions.

The resolution requirements can be changed to stricter ones by so stipulating in the articles of incorporation. The quorum requirements for an ordinary resolution can be changed to stricter ones, more relaxed ones, or even removed by so stipulating in the articles of incorporation; provided, however, that the quorum for ordinary resolution for electing or dismissing officers (director, company auditor, or accounting advisor) cannot be relaxed to less than one-third of the votes of the shareholders entitled to vote at such shareholders’ meeting. The quorum requirements for a special resolution can be changed to stricter ones or more relaxed ones; provided, however, the quorum cannot be relaxed to less than one-third of the votes of the shareholders entitled to vote at such shareholders’ meeting.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

In principle, whether a company has a board of directors or not can be determined freely. However, the following stock companies must have a board of directors:

• Public company (any stock company the articles of incorporation of which do not require, as a feature of all or part of its shares, the approval of the stock company for the acquisition of such shares by transfer; hereinafter the same);
• Company with a board of company auditors;
• Company with an audit and supervisory committee (kansatoiinkai-settikaisha); and
• Company with a nominating committee, an audit committee and a compensation committee (shimeiiinkaito-settikaisha, “Company with Nominating Committee, etc.”).

A large company (any stock company which satisfies any of the following requirements: (i) the amount of the stated capital in the balance sheet as of the end of its most recent business year is JPY 500,000,000 or more, or (ii) the total sum of the amounts in the liabilities section of the balance sheet as of the end of its most recent business year is JPY 20,000,000,000 or more; hereinafter the same) excluding a company which is not a public company, a company with an audit and supervisory committee, and a Company with Nominating Committee, etc. must have a board of company auditors.

Whether to adopt the structure with committees or not can be determined freely.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

A stock company must prepare financial statements and business reports and annexed detailed statements accompanying them each business year.

For companies with company auditor(s), the financial statements, etc. must be audited by company auditor(s). For companies with financial auditor(s), the financial statements and annexed statements must also be audited by the financial auditor(s).

Thereafter, for companies with a board of directors, such documents must be approved by the board of directors. After that, the financial statements must be approved by the annual shareholders’ meeting (regarding the business reports, the directors must report the contents thereof). Provided, however, with respect to the companies with financial auditor(s), in cases where some requirements are satisfied, reporting the contents of the financial statements to the annual shareholders meeting by the directors is sufficient and approval is not required.

A stock company must give public notice of its balance sheet (or, for a large company, its balance sheet and profit and loss statement) without delay after the conclusion of the annual shareholders’ meeting. Provided, however, this does not apply to some kind of companies such as the companies that must submit their securities reports to the Prime Minister pursuant to the Financial Instruments and Exchange Act (in this case, more detailed information is disclosed on the electronic disclosure system of the Financial Service Agency, etc.).

Is the entity permitted to determine its own financial year?

Yes; provided, however, the financial year must not be longer than one year.

Is the entity subject to any statutory (external) auditor obligations?

Financial auditor(s) is/are external auditor(s) and the following companies must have a financial auditor:

• Large company;
• Company with an audit and supervisory committee and Company with Nominating Committee, etc.; and
• Company which prescribes that it shall have a financial auditor in the articles of incorporation.

A financial auditor must be a certified public accountant or an audit firm and is elected by a resolution at a shareholders’ meeting.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

• Company auditor and a board of company auditors

A company with a board of directors (excluding a company with an accounting advisor(s) that is not a public company) must have at least one company auditor. A large company (excluding a company that is not a public company, a company with an audit and supervisory committee, and a Company with Nominating Committee, etc.) must have a board of company auditors.

There are no residency requirements for a company auditor.

• Accounting advisor

If the articles of incorporation provide that a company is to have an accounting advisor(s), such company must have an accounting advisor(s). Accounting advisors, together with the directors, prepare the financial statements, etc. An accounting advisor must be a certified public accountant or audit firm, or a certified public tax accountant or tax accountant corporation.

• Member of nominating committee, audit committee and compensation committee

If the articles of incorporation provide that a company is to have a nominating committee, etc., such company must have a nominating committee, an audit committee and a compensation committee each of which consists of three or more directors on the board of directors. The directors of a Company with Nominating Committee, etc., may not execute the business unless otherwise stipulated in the Companies Act or relevant order and the executive officer(s) (shikkoyaku) executes the business instead.

• A nominating committee determines the contents of proposals regarding the election and dismissal of directors, etc. to be submitted to a shareholders’ meeting.
• An audit committee audits execution of the duties by the executive officer(s), etc., prepares audit reports and determines the contents of proposals regarding the election and dismissal of financial auditors to be submitted to a shareholders meeting.
• A compensation committee determines the remuneration of individual executive officers, etc.
• Member of audit and supervisory committee

If the articles of incorporation provide that a company is to have an audit and supervisory committee, such company must have such a committee which consists of three or more directors. An audit and supervisory committee audits execution of the duties by the directors, etc., prepares audit reports, determines the contents of proposals regarding the election and dismissal of financial auditors to be submitted to a shareholders meeting, and determines the opinions of the committee on the election, dismissal, or resignation and remunerations of directors other than directors who are audit and supervisory committee members at the shareholders meeting.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Shares (kabu or kabushiki)

Are different classes of ownership interests possible? If so, what are some examples of different classes?

A stock company may issue two or more classes of shares with different features which have different provisions on the following matters:

• dividends of surplus;
• distribution of residual assets;
• capacity to exercise the right to vote at a shareholders meeting;
• that the approval of such company is required for the acquisition of such class shares by transfer;
• that shareholders may demand that such company acquire such class shares held by such shareholders;
• that such company may acquire such class shares on condition of certain grounds arising;
• that such company acquires all of such class shares by a resolution at the shareholders meeting;
• the matters to be resolved at a shareholders meeting (or at a shareholders meeting or board of directors meeting for a company with a board of directors) that require, in addition to such resolution, a resolution at a general meeting of class shareholders constituted by the class shareholders of such class shares; and
• that directors or company auditors are elected at a general meeting of class shareholders constituted by the class shareholders of such class shares. (Note: A Company with Nominating Committee, etc. and a public company may not issue shares of a class that has provisions in relation to this matter.)

In cases where a stock company issues such classes of shares, it must provide for the matters prescribed by law and the total number of authorized shares in a class in the articles of incorporation.

What documentation is required for the transfer of ownership interests?

No documentation is required other than those described in the answer to the next question.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

Transferring shares in a share certificate-issuing company does not become effective unless the share certificates representing those shares are delivered (excepting the case of disposition of treasury shares). Such transfer may not be perfected against the company unless the name and address of the transferee is stated or recorded in the shareholder register.

A transfer of shares of a company other than the share certificate-issuing company becomes effective by the agreement of both parties, however, it may not be perfected against the company and other third parties unless the name and address of the transferee is stated or recorded in the shareholder register.

If the articles of incorporation prescribe that the approval of the company is required for the acquisition of such shares by transfer as the features of all or a certain class of shares, the transferee may not request to enter or record the required information in the shareholder register to the company without its approval. The determination by a company as to whether or not to grant such approval must be made by a resolution at a shareholders’ meeting (or at a board of directors’ meeting for a company with a board of directors) unless otherwise provided for in the articles of incorporation.

Are there any applicable stamp duties imposed when transferring ownership interests?

No.

How are shares issued? (including information on payment obligations, registration requirements)

For a non-public company, matters such as the number of shares and the amount to be paid in or the method for calculation must be determined by a special resolution at the shareholders’ meeting (there are cases where such determination may be made by the decision of the directors or resolution at the board of directors’ meeting.).

For a public company, such matters may be determined by resolution at the board of directors’ meeting.

The number of issued shares and increased capital amount must be registered at a legal affairs bureau.

Additionally, it is possible not to record the amount not exceeding half of the amount of the contribution as stated capital and in such case, such amount must be recorded as capital reserves, which do not need to be registered.

 

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

Contributions in kind are possible; provided, however, they are subject to the investigation of the inspector (kensayaku) appointed by the court (there are some cases where such investigation is unnecessary such as the case where the total amount of the contribution is JPY 5,000,000 or less).

It is impossible to increase the capital without issuing shares other than the way of reducing the capital reserves, etc.

Partially paid shares are not permitted under Japanese law.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Share cancellation and share repurchase

• Companies Act stipulates the cases when a stock company may acquire the shares issued by such company which include the case when it acquires for value its own shares by agreement with its shareholders and other special cases.
• In order to acquire for value its own shares by agreement with its shareholders, a company must determine the matters such as the number of shares to be acquired by a resolution at a shareholders’ meeting in advance, and whenever it intends to acquire its shares in accordance with such a determination, the directors (in the case of a company without a board of directors) or board of directors (in the case of a company with a board of directors) must determine the detailed matters.
• The total book value of the monies, etc. delivered to shareholders as a result of such repurchase may not exceed the distributable amount stipulated by law (there are some exceptions in cases other than acquiring by agreement with the shareholders).
• A stock company may cancel its treasury shares. In such cases, the company must determine the number of the shares it intends to cancel by a resolution of the board of directors’ meeting for a company with a board of directors, or consent of a majority of the directors for a company without a board of directors.

Capital reduction

A stock company may reduce the amount of its stated capital by a special resolution at shareholders’ meeting. In such case, it must take procedures to protect the creditors such as giving public notice in the official gazette (kampo) and individual notice to each creditor informing that the creditors can state their objections within a certain period. Capital reduction must be registered.

Any requirements with respect to distributions to shareholders?

For distributions to shareholders, the relative matters must be determined by the resolution of shareholders’ meeting (there are some cases where such matters may be determined by the resolution of the board of directors’ meeting.). The distributions must be delivered within the distributable amount which is calculated pursuant to the law from the amount of surplus as the starting point. In addition, if the amount of the net assets of the stock company is less than JPY 3,000,000, distribution may not be made to its shareholders.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

Main annual costs are those regarding financial statements, etc., shareholders’ meeting and tax. For listed companies, additional costs will be necessary.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

National tax

• Corporate tax

Current corporate tax rate is:

• For companies of which the amount of stated capital or total amount of contribution is JPY 100,000,000 or less, etc.: 15% for income up to JPY 8,000,000 and 23.2% for income exceeding JPY 8,000,000;
• For other companies: 23.2%
• Local corporate tax (despite its name, one of the national taxes)

Current local corporate tax rate is 10.3%.

Local tax

Corporate resident tax and corporate business tax are imposed on income. These tax rates depend on the size of the company, the location of the company and other factors.

In total, the current effective tax rate is around 30% if the company is located in Tokyo, however, it depends on the size of the company and many other factors.

Summary of any specific matters, e.g. recent or prospective major legal developments

Under an amendment of the Regulation on Commercial Registrations which came into effect on September 1, 2022, if any individual whose address is recorded in the company registry (including the representative director) requests not to indicate his/her address in the company registry on the grounds that he or she is a victim of spousal violence stipulated under Article 1, paragraph 2 of the Act on the Prevention of Spousal Violence and the Protection of Victims, a victim of a stalking, etc., stipulated under Article 6 of the Anti-Stalking Act or other person equivalent thereto, and he or she may suffer further damage if the address is indicated, the registrar may take measures not to indicate the address of such individual when the request is found to be appropriate.

Moreover, from October 1, 2024, a representative director, a representative executive officer or a representative liquidator of a stock company can request not to indicate his/her address in the company registry without any reason on the condition that such request is made simultaneously with the filing an application for registration of incorporation or his/her assumption as representative director, etc. If such request is accepted by the registrar, only the minimum administrative district of the representative’s address will be indicated in the company registry. Please note, however, that even if the above request of non-indication is made and accepted, the company will not be released from an obligation to register the representative director’s address, so if there is any change in the representative director’s address, an application for such change needs to be filed with the legal affairs bureau. Moreover, if the representative director’s address is not indicated in the company registry, a certificate of company registry cannot be used as proof of the representative director’s address. Therefore, it should be noted that the company may face inconvenience when obtaining a loan from financial institutions or may be requested to submit additional information when executing a contract for real estate transactions, etc.