Regulation on Commercial Registrations - English

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Regulation on Commercial Registrations

Ministry of Justice Order No. 23 of March 11, 1964

The Regulation on Commercial Registrations is established as follows based on the provisions of Article 120 of the Commercial Registration Act (Act No. 125 of July 9, 1963).

Table of Contents

Chapter I Registers(Articles 1 to 34)

Chapter II The Registration Process

Section 1 General Rules(Articles 35 through 49)

Section 2 Registration of Trade Names(Articles 50 through 54)

Section 3 Registration of Minors and Guardians(Article 55)

Section 4 Registration of Managers(Articles 56 to 60)

Section 5 Registration of Stock Companies(Articles 61 to 81)

Section 6 Registration of General Partnership Companies(Articles 82 through 89)

Section 7 Registration of Limited Partnership Companies(Article 90)

Section 8 Registration of Limited Liability Companies(Articles 91 and 92)

Section 9 Registration of Foreign Companies(Articles 93 through 97)

Section 10 Correction and Cancellation of Registrations(Articles 98 through 100)

Chapter III Special Provisions on Applying for a Registration Using an Electronic Data Processing System(Articles 101 to 108)

Chapter IV Miscellaneous Provisions(Articles 109 to 118)

Supplementary Provisions

Chapter I Registers

(Organization of Registers)

Article 1(1)A commercial register (hereinafter referred to as a "register") is organized using registration records that are divided into each of the sections set forth in the left-hand columns of whichever of Appended Tables 1 through 8 is relevant for that type of register; provided, however, that a foreign company's register is organized using registration records that are divided into each of the sections set forth in the left-hand columns of whichever of Appended Tables 5 through 8 would be relevant as the type of register for a company incorporated in Japan that is of the same type as that foreign company or most closely resembles it.

(2)The information set forth in the right-hand columns of Appended Tables 1 through 8 is recorded in the sections referred to in the preceding paragraph, based on section category.

(Recording Corporate Registration Numbers)

Article 1-2(1)The corporate registration number provided for in Article 7 of the Commercial Registration Act (Act No. 125 of 1963; hereinafter referred to as "the Act") (this number is hereinafter referred to as a "corporate registration number") is a 12-digit number, and when a new registration record (other than a registration record for a registration in the locality of a branch office) is created for any of the following persons, a corporate registration number is assigned based on the record creation order sequentially for each registry office and for each category as set forth in one of the following items, and recorded:

(i)stock companies;

(ii)general partnership companies, limited partnership companies, limited liability companies, and foreign companies;

(iii)trade name users, managers, minors, and guardians.

(2)Notwithstanding the provisions of the preceding paragraph, if a company as set forth in item (i) or (ii) of that paragraph (other than a foreign company) has a registration record that will be made inactive due to a registration applied for at the same time as a registration creating a new registration record (other than a registration in the locality of a branch office and the registration of an incorporation due to a consolidation-type merger as provided in Article 79 of the Act) (or if it has a registration record in which information will be recorded as under Article 65, paragraph (5) due to a registration applied for at the same time as a registration creating a new registration record, that registration record; hereinafter referred to as an "inactive or relocated registration record" in this paragraph), the corporate registration number recorded in the new registration record that is created is to be the same as the corporate registration number recorded in the inactive or relocated registration record.

(3)Notwithstanding the provisions of paragraph (1), if a new registration record is created for a foreign company that has a currently valid registration record which has already been created at another registry office (hereinafter referred to as "the foreign company's prior registration record" in this paragraph), the corporate registration number recorded in the new registration record that is created is to be the same as the corporate registration number recorded in the foreign company's prior registration record.

(4)Notwithstanding the provisions of paragraph (1), if a new registration record is created for a person as set forth in item (iii) of that paragraph, and the name and address of the trade name user, merchant, minor, or ward to be recorded in the registration record have been registered in one of the following registration records (hereinafter referred to as "the merchant's prior registration record" in this paragraph), the corporate registration number recorded in the new registration record that is created is to be the same as the corporate registration number recorded in the merchant's prior registration record:

(i)another, currently valid registration record that has already been created for the person set forth in paragraph (1), item (iii) (other than as referred to in the following item);

(ii)the registration record in the former locality, if the person set forth in paragraph (1), item (iii) has relocated a business office to the jurisdictional district of another registry office.

(Inactive Registration Records)

Article 2Inactive registration records must be classed separately from other registration records.

(Duplicate Registration Records)

Article 3(1)The Minister of Justice is to prepare duplicate registration records in which the minister records the same information as that which has been recorded in the original registration records.

(2)If unable to handle a registration function using the registration record recorded in the register, the registrar may handle this using the duplicate registration record referred to in the preceding paragraph.In this case, the information recorded in the duplicate registration record is deemed to be information recorded in the original registration record.

(3)On becoming able to handle a registration function using the registration record that is recorded in the register, the registrar must immediately record the information recorded in the duplicate registration record pursuant to the provisions of the preceding paragraph, in the original registration record.

(Acceptance Number)

Article 4The acceptance number must be updated every year.

(Keeping of Seal Registration Records and Application Documents Files)

Article 5A registry office is to keep the records under Article 9, paragraph (6) (hereinafter referred to individually as a "seal registration record") and the application documents files.

(Duplicate Seal Registration Records)

Article 6(1)The Minister of Justice is to prepare duplicate seal registration records in which the minister records the same information as that which has been recorded in the original seal registration records.

(2)If unable to handle a function involving a seal using a seal registration record, the registrar may handle this using the duplicate seal registration record referred to in the preceding paragraph.In this case, the information recorded in the duplicate seal registration record is deemed to be information recorded in the original seal registration record.

(3)On becoming able to handle a function involving a seal using a seal registration record, the registrar must immediately record the information recorded in the duplicate seal registration record pursuant to the provisions of the preceding paragraph, in the original seal registration record.

Article 7Deleted

Article 8Deleted

(Submitting Seal Impressions)

Article 9(1)A person must use a document that shows a clear impression of the seal to submit a seal impression. When doing so, a person submitting a seal impression who is as set forth in one of the following items must give the information provided for in the relevant of the following items (hereinafter referred to as "information filed with the seal"), as well as giving the submitter's name and address, the date, and an indication of which registry office it is in the document and affixing the seal thereto:

(i)a trade name user, minor, guardian (unless the guardian is a corporation), or merchant that has selected a manager (unless the merchant is a company):

name, address, and date of birth;

(ii)the representative of a corporation that is a guardian (or the person responsible for acting in this capacity, if the representative is a corporation):

an indication that the corporation is a guardian, its trade name or name, its head office or principal office, and its representative's title, name, and date of birth (if the representative is a corporation, its trade name or name and its head office or principal office, as well as the name of the person responsible for acting as the guardian, must be given in lieu of the representative's name);

(iii)a manager:

an indication that the person is a manager, the manager's name and date of birth, the business office to which the manager is assigned, and the name or trade name of the merchant;

(iv)the representative of a company (or the person responsible for acting in this capacity, if the representative is a corporation):

the company's trade name and head office, and the representative's title, name, and date of birth (if the representative is a corporation, its trade name or name and its head office or principal office, as well as the name of the person responsible for acting as the representative, must be given in lieu of the representative's name);

(v)a bankruptcy trustee or temporary administrator appointed for a company pursuant to the provisions of the Bankruptcy Act (Act No. 75 of 2004), a trustee or temporary administrator appointed for a company pursuant to the provisions of the Civil Rehabilitation Act (Act No. 225 of 1999), a trustee or temporary administrator appointed pursuant to the provisions of the Corporate Reorganization Act (Act No. 154 of 2002), a recognized trustee or temporary administrator appointed for a company pursuant to the provisions of the Act on Recognition of and Assistance for Foreign Insolvency Proceedings (Act No. 129 of 2000), an insurance administrator as referred to in Article 241, paragraph (1) of the Insurance Business Act (Act No. 105 of 1995), a financial administrator as referred to in Article 74, paragraph (1) of the Deposit Insurance Act (Act No. 34 of 1971), or the Deposit Insurance Corporation as referred to in Article 126-5, paragraph (1) of that Act (hereinafter referred to as a "trustee or equivalent person") (or the person nominated to act in this capacity, if the trustee or equivalent person is a corporation):

the company's trade name and head office, and the trustee's or equivalent person's title, name, and date of birth (if the trustee or equivalent person is a corporation, its trade name or name and its head office or principal office, as well as the name of the person nominated to act in that capacity must be given in lieu of the trustee's or equivalent person's name).

(2)The document referred to in the preceding paragraph must also give the trade name, if the submitter is a trade name user.

(3)A seal impression must not be so small that it fully fits inside a one-centimeter square or so large that it does not fully fit inside a three-centimeter square.

(4)A seal impression must be suitable for use in authentication.

(5)For a category of person submitting a seal impression as set forth in one of the following items, the document provided for in that item must accompany the document referred to in paragraph (1); provided, however, that this does not apply as regards a document evidencing the title of the representative of a corporation that is registered at the registry office to which the document referred to in that paragraph is being submitted (but only a corporation that has its head office or principal office within the jurisdictional district of that registry office) or of a corporation whose corporate registration number is included in the document referred to in that paragraph, nor does it apply as regards the seal registration certificate for a seal impression that has been submitted to that registry office:

(i)a trade name user, minor, guardian (unless the guardian is a corporation), merchant that has selected a manager (unless the merchant is a company), the representative of a company (unless the representative is a corporation), or trustee or equivalent person (unless the trustee or equivalent person is a corporation):

a certificate prepared by the mayor of the municipality (or by the mayor of a special ward; or, in a designated city as referred to in Article 252-19, paragraph (1) of the Local Autonomy Act (Act No. 67 of 1947), the mayor of the city, special ward, or administratively consolidated ward; the same applies in Article 61) for the seal affixed to the document referred in paragraph (1) pursuant to the provisions of the second sentence of that paragraph, which has been prepared within the past three months;

(ii)the representative of a corporation that is a guardian (or the person responsible for acting in this capacity, if the representative is a corporation):

a document that a registry office has prepared evidencing the representative's title and a certificate that a registry office has prepared for the seal affixed to the document referred to in paragraph (1) pursuant to the provisions of the second sentence of that paragraph, both of which have been prepared within the past three months;

(iii)a manager:

a document in which the merchant certifies that the seal impression is that of the manager, and a certificate that a registry office has prepared within the past three months for the seal affixed to the document;

(iv)the person responsible for acting as the representative, if the representative of a company is a corporation (limited to the actual representative of that corporation):

a document that a registry office has prepared evidencing the title of the corporation's representative and a certificate that a registry office has prepared for the seal affixed to the document referred to in paragraph (1) pursuant to the provisions of the second sentence of that paragraph, both of which have been prepared within the past three months;

(v)the person responsible for acting as the representative, if the representative of a company is a corporation (other than the person set forth in the preceding item):

a document in which the corporation's representative guarantees that the seal impression is that of the person responsible for acting as the representative, and a certificate that a registry office has prepared within the past three months for the seal affixed to the document;

(vi)the person nominated to act as the trustee or equivalent person, if the trustee or equivalent person is a corporation (limited to the actual representative of that corporation):

(vii)the person nominated to act as the trustee or equivalent person, if the trustee or equivalent person is a corporation (other than the person set forth in the preceding item):

a document in which the corporation's representative guarantees that the seal impression is that of the person nominated to act in that capacity, and a certificate that a registry office has prepared within the past three months for the seal affixed to the document.

(6)Submitted seal impressions and information filed with the seal are to be recorded on a magnetic disk (or onto an object onto which equivalent means can be used to securely record a fixed set of information; the same applies hereinafter).

(7)A person who has submitted a seal impression may file a notification to discontinue use of the seal by submitting a document in which the person gives the information filed with the seal, as well as giving their name and address and the date and an indication of which registry office it is on the document, and affixing the seal thereto.In this case, the person is not required to affix a seal if presenting a seal registration card.

(8)The provisions of paragraph (2) apply mutatis mutandis to a case as referred to in the preceding paragraph.

(9)If the representative of a corporation that is a guardian (or the person responsible for acting in this capacity, if the representative is a corporation; hereinafter the same applies in this paragraph) who has submitted a seal impression loses that professional title, the new person that becomes the representative of that corporation must file a notification indicating this. In such a case, unless the person files that notification with the registry office having jurisdiction in the locality of the head office or principal office of the corporation or provides the corporation's corporate registration number when filing that notification, the person must submit a certificate of registered information for the corporation which has been prepared within the past three months.

(10)If a person nominated to act as a trustee or equivalent person who has submitted a seal impression loses that professional title, the representative of the corporation that is the actual trustee or equivalent person (or the person responsible for acting in this capacity, if that representative is a corporation; hereinafter the same applies in this paragraph) must file a notification indicating this by submitting a document to which the representative has affixed the seal whose impression the representative has previously submitted to a registry office. When doing so, unless the representative has previously submitted that seal impression to the registry office with which the notification is being filed, the representative must attach to the document a certificate that a registry office has prepared within the past three months for the seal affixed to the document.

(Processing of Seal Registration Records in the Case of Loss of Professional Title)

Article 9-2(1)If a person who has submitted a seal impression loses their professional title or files a notification to change seals or to take a seal out of use, the registrar must record an indication of this in the seal registration record.

(2)Having registered a change or corrected a registration in connection with information recorded pursuant to the provisions of paragraph (6) of the preceding Article, the registrar must record an indication of this in the seal registration record.

(Requesting Change of Seals)

Article 9-3If the seal affixed to a written application for registration or other such document which should be authenticated against the seal impression that has already been submitted to a registry office is not suitable for authentication, the registrar may ask a person to change seals or take any other reasonable measure.

(Requesting Issuance of a Seal Registration Card)

Article 9-4(1)A person who has submitted a seal impression may request the issuance of a seal registration card by providing a clear impression of the seal and submitting a document in which the person gives the information filed with the seal, as well as giving their name and address, the date, and an indication of which registry office it is. The provisions of Article 9, paragraph (2) apply mutatis mutandis in such a case.

(2)When submitting the document referred to in the preceding paragraph, the representative of a corporation that is a guardian (or the person responsible for acting in this capacity, if the representative is a corporation) or the person nominated to act as the trustee or equivalent person must include with that document a certificate of registered information prepared within the past three months for the corporation that is the guardian or the trustee or equivalent person; provided, however, that this does not apply if the request for issuance of a seal registration card is filed with the registry office having jurisdiction in the locality of the head office or principal office of the corporation or if the document gives the corporation's corporate registration number.

(3)If a person who has submitted a seal impression loses their professional title or discontinues use of the seal, the person newly submitting the impression of the seal in place of that person may succeed to and use the seal registration card of the person who lost that title or discontinued use of the seal, by filing a request to do so at the time the person submits the seal impression.

(4)When requesting issuance of a seal registration card pursuant to the provisions of paragraph (1), if a person asks for the seal registration card to be sent to them, that person must pay the cost required to send it.

(5)In a case as referred to in the preceding paragraph, the cost required to send the card must be paid in postage stamps or a voucher that can be used for paying fees for correspondence delivery services as prescribed in Article 2, paragraph (2) of the Act on Correspondence Delivery by Private Business Operators (Act No. 99 of 2002) (hereinafter referred to as "correspondence delivery") by a general correspondence delivery service provider as prescribed in paragraph (6) of that Article or a specified correspondence delivery service provider as prescribed in paragraph (9) of that Article (hereinafter collectively referred to as a "correspondence delivery service provider") and which is designated by the Minister of Justice.

(6)The designation referred to in the preceding paragraph must be made by public notice.

(Issuance of Seal Registration Cards)

Article 9-5(1)On receipt of a request as referred to in paragraph (1) of the preceding Article, the registrar must prepare a seal registration card which has a magnetic stripe, gives an indication that it is a seal registration card, and bears the seal registration card number; and must issue this to the applicant.

(2)When issuing a seal registration card, the registrar must record or enter the seal registration card number and the date of issuance in the seal registration record and the document referred to in paragraph (1) of the preceding Article.

(3)A person who has been issued a seal registration card may file a notification to discontinue use of the seal registration card through a document to which the person has affixed the seal, in which the person gives the information filed with the seal as well as giving their name and address, the date, and an indication of which registry office it is.In this case, the person is not required to affix a seal if presenting a seal registration card.

(4)The provisions of Article 9, paragraph (2) apply mutatis mutandis to a case as referred to in the preceding paragraph.

(5)If a person who has been issued a seal registration card loses their professional title or makes notification to discontinue use of the seal or to discontinue use of the seal registration card, the person must return the seal registration card; provided, however, that this does not apply to the case prescribed in paragraph (3) of the preceding Article.

(6)If there are adequate grounds such as damage having been caused to the magnetic records on a seal registration card, the registrar may recall the card or take any other necessary measures.

(Applying through an Agent)

Article 9-6(1)A person may submit a seal impression and take comparable actions as under Article 9, paragraphs (1) and (7); Article 9-4, paragraph (1); and Article 9-5, paragraph (3) through an agent.

(2)In a case as referred to in the preceding paragraph, a document evidencing the authority of the agent must accompany the document prescribed in each of the provisions set forth in that paragraph.

(Preparing Documents in Lieu of Electronic or Magnetic Records)

Article 9-7(1)A registrar may prepare a document to be preserved in lieu of the electronic or magnetic record prescribed in Article 17, paragraph (4) of the Act.

(2)If a registrar prepares a document as referred to in the preceding paragraph, the provisions of this Regulation concerning documents annexed to a register do not apply to the electronic or magnetic record in lieu of which the document has been prepared.In this case, the document in question is deemed to be annexed to the register, and the provisions of this Regulation apply.

(Application Documents Files)

Article 10(1)The written application, written commissions, written notices, permits, and other annexed documents must be placed into an application documents file.

(2)The application documents file for registration cases and application documents files for other cases must be placed in separate folders, and characters indicating the type of files must be entered on their covers.

(Measures for Jurisdictional Transfer)

Article 11(1)If a part of the jurisdictional area of registry office A is transferred to the jurisdiction of registry office B, registry office A must transfer the registration records, annexed documents, and seal registration records for that part of its jurisdictional area to registry office B.

(2)Notwithstanding the provisions of the preceding paragraph, in the case prescribed in that paragraph, if any company that needs to have information registered at registry office A has a branch office within the area over which jurisdiction has been transferred (limited to a company that does not have its head office within that area), it is sufficient for registry office A to transfer to registry office B those of the registration records of the company that concern its trade name, head office, branch offices (limited to those located within the jurisdictional district of registry office B after the transfer of jurisdiction), and date of incorporation as a company.

(3)In a case as referred to in the preceding two paragraphs, if any company has a branch office within the jurisdictional district of registry office B after the transfer of jurisdiction (limited to a company that does not have its head office within the jurisdictional district), registry office A must record a cancellation code for registered information other than the registrations for its trade name, head office, branch offices (limited to those located within the jurisdictional district of registry office B after the transfer of jurisdiction), and date of incorporation as a company, and other than the information registered in the registration record section.

(4)In a case as referred to in paragraph (1), once registry office A has transferred the registration records, it must make those registration records inactive except for those of companies that need to have information registered at registry office A.

(5)If a registration record transferred pursuant to the provisions of paragraph (1) or (2) is that of a company which has been registered at registry office B (but only one that has its head office within the jurisdictional district of registry office A before the transfer of jurisdiction), that company's registration record at registry office B must be inactivated.

(6)If a registration record transferred pursuant to the provisions of paragraph (1) or (2) is that of a company which has been registered at registry office B (but only one that does not have its head office within the jurisdictional district of registry office A before the transfer of jurisdiction), that registration record must be inactivated.In this case, if the company does not have its head office within the jurisdictional district of registry office B before the transfer of jurisdiction, but has a branch office within the area over which jurisdiction was transferred, that branch office must be registered.

(7)If registry office A transfers a seal registration record pursuant to the provisions of paragraph (1), it must record an indication of this in the seal registration record.

Article 12Deleted

(Removing Documents from the Registry Office in an Emergency)

Article 13If the registrar removes a register or document annexed thereto from the registry office in order to ward off an emergency, the registrar must promptly report this to the Director of the Legal Affairs Bureau or District Legal Affairs Bureau supervising the registrar.

(Sending Documents to the Court)

Article 14If ordered or commissioned by a court to send a document annexed to a register, the registrar must send only that part of the document related to the order or commission.

(If a Register Is Lost)

Article 15(1)Except in the case prescribed in the first sentence of Article 3, paragraph (2), if all or part of a register is lost, the registrar must promptly investigate the circumstances of the loss and file a report with the Director of the Legal Affairs Bureau or District Legal Affairs Bureau supervising the registrar, giving the reason for the loss, the date of the loss, the type of register that was lost, and other information necessary for taking the measures referred to in Article 8 of the Act, and scheduling the timing of a registration to restore the lost registrations.

(2)Having received a report as referred to in the preceding paragraph the Director of the Legal Affairs Bureau or District Legal Affairs Bureau referred to in that paragraph must investigate accordingly and state an opinion to the Minister of Justice.

(If a Register or Annexed Documents Are Likely to Be Lost)

Article 16The provisions of the preceding Article apply mutatis mutandis if a register or any documents annexed thereto are likely to be lost.

(Disposal of Books, Documents, or Comparable Records)

Article 17Before disposing of any books or documents (or of any electronic or magnetic records as prescribed in Article 17, paragraph (4) of the Act or electronic or magnetic records as prescribed in Article 19-2 of the Act; hereinafter referred to as "books, documents, or comparable records") that are connected with registration, a registry office must obtain the approval of the Director of the Legal Affairs Bureau or District Legal Affairs Bureau.

(General Rules for Requesting a Certificate of Registered Information or Comparable Document)

Article 18(1)A person must submit a written application in order to request a certificate of registered information or a document as referred to in Article 11 of the Act (hereinafter referred to as a "written summary of registered information"), in order to request to inspect a document annexed to a register, or in order to request certification of a seal registration.

(2)The written application referred to in the preceding paragraph must give the following information:

(i)the name of the applicant or the applicant's representative (or the person responsible for acting in this capacity, if the representative is a corporation; the same applies hereinafter, except in Chapter IX, Section 9) or agent;

(ii)the subject matter of the request;

(iii)the number of copies of the document requested, if the person is requesting to be issued a certificate of registered information or a written summary of registered information, or if the person is requesting certification of a seal registration;

(iv)the amount of fees;

(v)the date; and

(vi)an indication of which registry office it is.

(Requesting a Certificate of Registered Information)

Article 19A written application for the issuance of a certificate of registered information must specify the following information as the subject matter of the request:

(i)the registration record for which the person is requesting to be issued a certificate of registered information;

(ii)the type of certificate of registered information that the person is requesting to be issued;

(iii)the sections of a company's registration record (other than the trade name section and the company status section) that the person is requesting to be issued a certificate of registered information for, if the person is only requesting a certificate for some of the sections of that record;

(iv)the names of the managers that the person is asking for certification of, if the section subject to a request as referred to in the preceding item is the company manager section and the person is only asking for certification of some of the managers;

(v)the names of the representatives with respect to which the person is requesting to be issued a certificate of information about the representatives as referred to in Article 30, paragraph (1), item (iv), if the person is only requesting a certificate for some of the representatives.

(Requesting a Written Summary of Registered Information)

Article 20(1)A written application for the issuance of a written summary of registered information must specify the following information as the subject matter of the request:

(i)the registration record for which the person is requesting to be issued a written summary of registered information;

(ii)the sections for which the person is requesting to be issued a written summary of registered information (other than the trade name section and the company status section), if the person is requesting this summary with regard to information about a company.

(2)The number of sections referred to in item (ii) of the preceding paragraph may not exceed three.

(Requesting to Inspect Annexed Documents)

Article 21(1)A written application to inspect a document annexed to a register must specify the part that the person seeks to inspect as the subject matter of the request.

(2)A written application as referred to in the preceding paragraph must give the following information in addition to the information set forth in the items of Article 18, paragraph (2) (other than item (iii)), and must be signed and sealed by the applicant or the applicant's representative or agent:

(i)the address of the applicant;

(ii)if the request is being filed through an agent, the address of the agent; and

(iii)circumstances that clarify the person's interest in the part referred to in the preceding paragraph that the person seeks to inspect.

(3)The following documents must accompany a written application as referred to in paragraph (1):

(i)if the applicant is a corporation, a document evidencing the title of the representative of the corporation (other than a corporation that has its head office or principal office within the jurisdictional district of the relevant registry office or a corporation that has specified its corporate registration number in the written application referred to in paragraph (1));

(ii)a document evidencing the interest referred to in item (iii) of the preceding paragraph.

(Requesting Certification of a Seal Registration)

Article 22(1)A written application for certification of a seal registration must specify the information filed with the seal as the subject matter of the request, and thereby identify the seal impression whose registration the person is requesting certification of.In this case, the provisions of Article 9, paragraph (2) and Article 9-4, paragraph (2) apply mutatis mutandis.

(2)A person must present a seal registration card when submitting the written application referred to in the preceding paragraph.

Article 23Deleted

Article 24Deleted

Article 25Deleted

Article 26Deleted

(Requests by Agents)

Article 27The provisions of Article 9-6, paragraph (2) apply mutatis mutandis if a request as referred to in Article 18 is filed by an agent.

(Payment of Fees)

Article 28(1)A person must pay the fees referred to in Articles 10 through 12 of the Act under the main clause of Article 13, paragraph (2) of the Act by affixing revenue stamps to the written application.

(2)When requesting issuance of a certificate of registered information or a seal registration certificate, if a person asks for that certificate to be sent to them, that person must pay the cost required to send it.In this case, the provisions of Article 9-4, paragraphs (5) and (6) apply mutatis mutandis.

(Processing Written Applications)

Article 29Upon receipt of a written application as referred to in Article 18, the registrar must enter the date of acceptance on the written application and take reasonable action in the order in which the application was received.

(Types of Certificates of Registered Information; Information Included in Such a Certificate)

Article 30(1)The information given in a certificate of registered information is the information that the relevant of the following items sets forth for the category to which that item refers (for the categories referred to in items (ii) and (iii), this excludes registered information for which a cancellation code has been recorded as a result of the correction of a registration as under Article 133, paragraph (2) of the Act, and also excludes registered information for which a cancellation code has been recorded as a result of the subsequently corrected registration):

(i)a certificate of current information:the registered information that is currently valid (including the corporate registration number; hereinafter the same applies in this Article and the following Article); the company's date of incorporation; the dates of assumption of office of directors, directors who are audit and supervisory committee members, accounting advisors, company auditors, representative directors, special directors, committee members, executive officers, representative executive officers, and financial auditors; and information regarding any change to the registration of the company's trade name or head office that was registered immediately prior to the information that is currently valid;

(ii)a certificate of information to date:the information referred to in the preceding item; any registered information for which a cancellation code was recorded during the period from January 1 of the year containing the day that falls three years before the date on which the request was filed for issuance of the certificate (hereinafter referred to as the "request date") (January 1 of that year is hereinafter referred to as the "reference date") up to the request date; and any information registered during the period from the reference date to the request date that is not currently valid;

(iii)a certificate of inactive information:the information recorded in an inactive registration record;

(iv)a certificate of information about the representatives:the currently valid registered information on the representative authority of the company's representatives.

(2)If a request is filed for the issuance of a certificate of registered information as referred to in one of items (i) through (iii) of the preceding paragraph with regard to only some of the sections of a company's registration record, the certificate of registered information gives the information set forth in the relevant item for the trade name section, the company status section, and the section subject to the request (if the section subject to the request is the company manager section, and certification is sought with regard to only some of the managers, this excludes information regarding other managers); and if a request is filed for issuance of a certificate of registered information as referred to in item (iv) of that paragraph with regard to only some of the representatives, the certificate gives the information set forth in that item for the representatives subject to the request.

(3)When preparing a certificate of registered information, in addition to adding a certifying statement indicating that what appears on the certificate constitutes all or part of the information set forth in the relevant item of paragraph (1), the registrar must indicate the date the certificate was prepared, include the title and name of the registrar, and affix the official registrar's seal to the certificate.

(4)If a cancellation code has been recorded with respect to a piece of information recorded in the register, the registrar is to add a line under the information subject to the cancellation to indicate a cancellation code on the certificate of registered information.

(5)The registrar must indicate the information recorded in the register pursuant to the provisions of the preceding paragraphs after organizing the information into sections or by item.

(Information Required to Be Included in Written Summaries of Registered Information)

Article 31(1)A written summary of registered information (other than a written summary of registered information as set forth in the following paragraph) must be prepared using registered information that is currently valid.

(2)A written summary of registered information for a company must be prepared using information recorded in the trade name section, the company status section, and the section subject to the request, which is currently valid.In this case, for the officer section, the written summary must also specify the dates of assumption of office of directors, directors who are audit and supervisory committee members, accounting advisors, company auditors, representative directors, special directors, committee members, executive officers, representative executive officers, and financial auditors.

(3)The provisions of paragraph (5) of the preceding Article apply mutatis mutandis to a written summary of registered information.

(Inspection)

Article 32(1)Inspection of documents annexed to a register must be allowed only in front of the registrar.

(2)The means that Ministry of Justice Order prescribes which is referred to in Article 11-2 of the Act refers to the means of showing the information that has been recorded in the relevant electronic or magnetic record by outputting it onto a sheet of paper.

(Certifying a Seal Registration)

Article 32-2When preparing a seal registration certificate, in addition to adding a certifying statement to a document on which the requested seal impression and information filed with the seal appear, the registrar must indicate the date the document was prepared, include the title and name of the registrar, and affix the official registrar's seal to the document.

(Recording the Issuance of a Certificate of Registered Information and Other Such Certificates)

Article 33When issuing a certificate of registered information, a written summary of registered information, or a seal registration certificate, the registrar must indicate the number of paper or electronic copies and the date of issuance in the written application.

(Certification Period for Electronic Certificates)

Article 33-2The period referred to in Article 12-2, paragraph (1), item (ii) of the Act is to be a period of a length that constitutes an integral multiple of three months which the person filing the request under that paragraph specifies; provided, however, that this period may not exceed two years and three months.

(Information Unfit for Certification in the Form of an Electronic Certificate)

Article 33-3The information that Ministry of Justice Order prescribes which is referred to in the proviso to Article 12-2, paragraph (1) of the Act means the following information:

(i)any decision on the scope of or restrictions on the authority of the representative or the authority of the agent;

(ii)that the person is one who is registered in a minor register, a guardian register, or a manager register;

(iii)that the person has been nominated to act as the trustee or equivalent person.

(Means of Undertaking an Electronic Signature)

Article 33-4The measures that Ministry of Justice Order prescribes which are referred to in Article 12-2, paragraph (1), item (i) of the Act means measures for applying a method that conforms to Annex D of X5731-8 of the Japan Industrial Standards (hereinafter referred to as "JIS") based on the Industrial Standardization Act (Act No. 185 of 1949) and in which the value of the length of "n" as specified in that Annex is 1024 bits or 2048 bits, to data that can be recorded in an electronic or magnetic record.

(Registered Information Being Certified)

Article 33-5The registered information that Ministry of Justice Order prescribes which is referred to in Article 12-2, paragraph (3) of the Act means the information filed with a seal (other than the person's date of birth, the fact that the person is a manager, and the person's title); provided, however, that, if the person is a trade name user, this means the trade name, the business office, and the person's name.

(Request for Certification in the Form of an Electronic Certificate)

Article 33-6(1)To request certification under Article 12-2, paragraph (1) or (3) of the Act, a person must submit a written application and an electronic or magnetic record (meaning a record used in computerized data processing which is created in electronic form, magnetic form, or any other form that cannot be perceived using the human senses; the same applies hereinafter), and present a seal registration card.

(2)The written application referred to in the preceding paragraph must give the following information, and have the name and seal of the applicant or the applicant's agent affixed thereto:

(i)the information filed with the seal (for a trade name user, the trade name, the business office, the person's name, the person's date of birth, and the fact that the person is a trade name user);

(ii)if the request is being filed through an agent, the agent's name and address;

(iii)the period referred to in Article 12-2, paragraph (1), item (ii) of the Act;

(iv)the amount of fees;

(v)the date;

(vi)an indication of which registry office it is.

(3)The written application referred to in paragraph (1) or a document evidencing the authority of a privately appointed agent must have affixed thereto a seal impression which the applicant has submitted to a registry office.

(4)A person must submit an electronic or magnetic record as referred to in paragraph (1) that has been recorded onto an electronic or magnetic recording medium (meaning a recording medium used for electronic or magnetic records; the same applies hereinafter) with a structure that falls under either of the following items:

(i)a 120 millimeter optical disk conforming to JIS X0606 or X0610;

(ii)a non-volatile semiconductor memory device with a structure as designated by the Minister of Justice.

(5)The electronic or magnetic record referred to in paragraph (1) must have the following information recorded in it in the format designated by the Minister of Justice:

(i)the information set forth in paragraph (2), items (i) and (iii) (other than the person's date of birth);

(ii)the value of the public key prescribed in the Annex D that is referred to in Article 33-4;

(iii)the code that the Minister of Justice designates as the code for specifying the measures prescribed in Article 33-4;

(iv)an identification code (a code for identifying the person filing a notification under Article 33-13, paragraph (1) as that person rather than any other person) that the applicant decides on, in the format designated by the Minister of Justice.

(6)If a phonetic representation of the trade name that is being recorded in an electronic or magnetic record as referred to in paragraph (1) or its abbreviation, or a phonetic representation of a person's name that is being recorded in that record is shown with signs and symbols such as letters from the Roman alphabet; or if a translation of that trade name or its abbreviation is shown with signs and symbols such as letters from the Roman alphabet, it may be recorded in the electronic or magnetic record as referred to in paragraph (1) in the format designated by the Minister of Justice.

(7)When a phonetic representation of an abbreviation or a translation or its abbreviation shown with signs and symbols such as letters from the Roman alphabet as prescribed in the preceding paragraph is recorded, the written application referred to in paragraph (1) must be accompanied by the articles of incorporation or any other such document (or electronic or magnetic record prescribed in Article 19-2 of the Act) evidencing the information being recorded.

(8)A designation as referred to in paragraph (4), item (ii) or paragraph (5) or (6) must be made by public notice.

(Processing Written Applications)

Article 33-7(1)Upon receipt of a written application and electronic or magnetic record as referred to in the preceding Article, the registrar must enter the date of acceptance on the written application and notify a registry office that has been designated as referred to in Article 12-2, paragraph (5) of the Act (hereinafter referred to as an "electronic certification registry office") of the information recorded in the electronic or magnetic record and of any other information necessary for processing the matter, in the order in which the written application was accepted.

(2)A registrar at an electronic certification registry office that has received a notice under the preceding paragraph must take reasonable action in the order in which the notice was received.

(Electronic Certificates)

Article 33-8(1)Certification under Article 12-2, paragraph (1) or (3) of the Act, must be provided by the transmission to the applicant, in the format designated by the Minister of Justice, of data that can be recorded in an electronic or magnetic record, for which a registrar at an electronic certification registry office has taken the measures prescribed in Article 33-4.

(2)The following information must be shown in the data being transmitted pursuant to the provisions of the preceding paragraph (hereinafter referred to as an "electronic certificate"), in the format designated by the Minister of Justice:

(i)the information recorded in the electronic or magnetic record referred to in Article 33-6, paragraph (1) pursuant to the provisions of paragraph (5), items (i) through (iii) and paragraph (6) of that Article;

(ii)the electronic certificate number;

(iii)the date and time that the electronic certificate was prepared;

(iv)the registry office referred to in Article 12-2, paragraph (1) of the Act;

(v)the electronic certification registry office and the registrar; and

(vi)any other information designated by the Minister of Justice.

(3)A designation as referred to in the preceding two paragraphs must be made by public notice.

(4)The Minister of Justice issues public notice of the information necessary to verify that a registrar at an electronic certification registry office has taken the measures referred to in paragraph (1).

(Electronic Certificate File)

Article 33-9Having transmitted information as under paragraph (1) of the preceding Article, the registrar of an electronic certification registry office must record the information set forth in paragraph (2) of that Article onto an electronic certificate file prepared using a magnetic disk.

(Filing a Notification of Having Discontinued the Use of an Electronic Certificate)

Article 33-10(1)In order to file a notification under Article 12-2, paragraph (7) of the Act, a person must submit a document and present a seal registration card.

(2)The document referred to in the preceding paragraph must give the following information and have the name and seal of the person filing the notification or the person's agent affixed thereto:

(i)the information set forth in Article 33-6, paragraph (2), items (i) and (ii);

(ii)the electronic certificate number;

(iii)the date;

(iv)an indication of which registry office it is.

(3)The provisions of Article 33-6, paragraph (3) apply mutatis mutandis to a document as referred to in paragraph (1).

(4)Upon receipt of a document as referred to in paragraph (1), the registrar must enter the date of receipt in the document and notify an electronic certification registry office of this, in the order in which the document was received.

(5)Having received a notice under the preceding paragraph, a registrar at an electronic certification registry office must record this, as well as the date and time that the office was notified, in the electronic certificate file; provided, however, that this does not apply if the relevant information has been recorded in the electronic certificate file in connection with a registration as referred to in Article 33-12, paragraph (1), item (ii).

(Minor Changes to Certified Information)

Article 33-11The minor changes that Ministry of Justice Order prescribes which are referred to in Article 12-2, paragraph (8), item (i) of the Act are any of the following changes:

(i)a change to registered information to reflect the implementation of or a change in a residential address indication as under Article 3, paragraph (1) or (2) of the Act on Indication of Residential Addresses (Act No. 119 of 1962) or under Article 4 of that Act;

(ii)a change to registered information to reflect that the administrative zone, county (gun), or ward (ku); the town (cho) or section (aza) within the municipality; the name of any of these; or the parcel number has changed.

(Notifying an Electronic Certification Registry Office)

Article 33-12(1)In any of the following cases, a registrar must notify an electronic certification registry office of those circumstances; provided, however, that this does not apply if information has been recorded as under the main clause of Article 33-10, paragraph (5) in the electronic certificate file:

(i)upon receipt of a written application for a registration that would give rise to a change (other than a minor change provided for in the preceding Article) in a piece of information indicated on an electronic certificate;

(ii)on having made a registration as referred to in the preceding item;

(iii)on having rejected an application for a registration as referred to in item (i).

(2)The provisions of the main clause of Article 33-10, paragraph (5) apply mutatis mutandis to a registrar at an electronic certification registry office that is notified as under the preceding paragraph.

(Filing a Notification of Having Suspended the Use of an Electronic Certificate)

Article 33-13(1)If a person to whom information has been transmitted as under Article 33-8, paragraph (1) suspends use of an electronic certificate during the period referred to in Article 12-2, paragraph (1), item (ii) of the Act, that person may file a notification indicating this with an electronic certification registry office.

(2)Notification as under the preceding paragraph must be filed through transmission of the electronic certificate number and the identification code referred to in Article 33-6, paragraph (5), item (iv), in the format designated by the Minister of Justice.

(3)The designation referred to in the preceding paragraph must be made by public notice.

(4)The provisions of Article 33-10, paragraph (5) apply mutatis mutandis to a registrar at an electronic certification registry office with which a notification under paragraph (1) is filed.

(5)If a person that has filed a notification under paragraph (1) resumes use of the electronic certificate during the period referred to in Article 12-2, paragraph (1), item (ii) of the Act, the person may file a notification indicating this with the electronic certification registry office referred to in that paragraph.

(6)The provisions of Article 33-10 apply mutatis mutandis to a case as referred to in the preceding paragraph.

(Changing the Identification Code)

Article 33-14(1)If a person to whom information has been transmitted as under Article 33-8, paragraph (1) seeks to change the identification code referred to in Article 33-6, paragraph (5), item (iv) during the period referred to in Article 12-2, paragraph (1), item (ii) of the Act, that person may file a notification indicating this with an electronic certification registry office via the registry office referred to in Article 12-2, paragraph (1) of the Act.

(2)The provisions of Article 33-6 (excluding paragraph (2), items (iii) and (iv), paragraph (5), items (i) through (iii), and paragraphs (6) and (7)) and Article 33-7 apply mutatis mutandis to a case as referred to in the preceding paragraph.

(Certification under an Electronic Certificate)

Article 33-15(1)The information that Ministry of Justice Order prescribes which is referred to in Article 12-2, paragraph (8), item (iv) of the Act means the following information:

(i)in the case prescribed in Article 33-12, paragraph (1), item (i) (other than a case as prescribed in item (iii) of that paragraph), an indication that that is the case;

(ii)if a notification has been filed as under Article 33-13, paragraph (1) (other than in a case as prescribed in paragraph (5) of that Article), an indication that that is the case.

(2)A certification under Article 12-2, paragraph (8) of the Act must be undertaken through the transmission, in the format designated by the Minister of Justice, of the electronic certificate number and any other relevant information.

(3)The provisions of Article 33-8, paragraphs (1), (3), and (4) apply mutatis mutandis to a certification under Article 12-2, paragraph (8) of the Act.In this case, the following information must be shown in the data being transmitted, in the format designated by the Minister of Justice:

(i)the electronic certificate number;

(ii)the information set forth in Article 12-2, paragraph (8) of the Act; and

(iii)the date.

(4)A designation as referred to in the preceding two paragraphs must be made by public notice.

(Measures for When It Is Not Appropriate to Provide Certification)

Article 33-16(1)If it becomes inappropriate to provide certification as under Article 12-2, paragraph (8) of the Act due to an incident at a registry office or any other such reason, a registrar at an electronic certification registry office must record an indication of this in an electronic certificate file.

(2)If a record as under the preceding paragraph exists, and a request has been filed for certification as under Article 12-2, paragraph (8) of the Act a registrar at the electronic certification registry office must indicate that that record exists in the data being transmitted pursuant to the provisions of Article 33-8, paragraph (1) as applied mutatis mutandis pursuant to paragraph (3) of the preceding Article.

(Inactivating Records in an Electronic Certificate File)

Article 33-17Once the period referred to in Article 12-2, paragraph (1), item (ii) of the Act passes for an electronic certificate, a registrar at an electronic certification registry office must inactivate the records in the electronic certificate file for that electronic certificate, and record the inactive record in an inactive electronic certificate file created within the electronic certificate file.

(Mutatis Mutandis Application of Provisions)

Article 33-18(1)The provisions of Article 9-6, paragraph (2) apply mutatis mutandis if a person files a request under Article 12-2, paragraphs (1) or (3) of the Act or a notification under paragraph (7) of that Article or under Article 33-13, paragraph (5) or Article 33-14, paragraph (1) through an agent.

(2)The provisions of Article 28, paragraph (1) apply mutatis mutandis to the fees referred to in Article 12-2 of the Act.

(Books, Documents, and Comparable Records)

Article 34(1)A registry office is to keep the following books, documents, and comparable records, in addition to those provided for in the Act and in other provisions of this Ministerial Order:

(i)a register of registration-related books;

(ii)a daily logbook of registration functions;

(iii)a register of forms for certificates of registered information and certificates of summarized record information;

(iv)a register of forms for seal registration certificates;

(v)a file for original decisions;

(vi)a file of written requests for review and associated documents;

(vii)a file of written notifications and notices of incomplete liquidation;

(viii)a file of written seal registration filings;

(ix)a file of documents from requests for certification of reuse;

(x)a file of documents from registration and license taxes;

(xi)a file of documents from requests to prevent wrongful registration;

(xii)a list of dormant companies subject to liquidation;

(xiii)a file of returned written notices sent to dormant companies;

(xiv)a file of written notifications indicating that business has not been discontinued;

(xv)a list of inactive registration records;

(xvi)a file of tables; and

(xvii)a file of miscellaneous documents.

(2)The books, documents, and comparable records set forth in the following items must include the information provided for in those items:

(i)the register of registration-related books:the status on-file of all registration-related books excluding the registers;

(ii)the daily logbook of registration functions:information on the sending and receipt of documents not included in books such as an acceptance record book;

(iii)the register of forms for certificates of registered information and certificates of summarized record information:information on management of forms used for preparing certificates of registered information and the certificates of summarized record information referred to in Article 13, paragraph (1) of the Act on Special Provisions of the Civil Code Concerning the Perfection Requirements for the Assignment of Movables and Claims (Act No. 104 of June 12, 1998);

(iv)the register of forms for seal registration certificates:information on the management of forms used for preparing seal registration certificates;

(v)the list of dormant companies subject to liquidation:information necessary for implementing the work of liquidating dormant companies as prescribed in Article 472, paragraph (1) of the Companies Act (Act No. 86 of 2005); and

(vi)the list of inactive registration records:information on registration records that were made inactive pursuant to the provisions of Article 81, paragraph (1).

(3)The files set forth in the following items must contain the documents provided for in those items:

(i)the file for original decisions:the originals of written decisions rejecting applications, notifications, and requests;

(ii)the file of written requests for review and associated documents:written requests for review and other documents from request for review cases;

(iii)the file of written notifications and notices of incomplete liquidation:documents associated with notifications as prescribed in Article 81, paragraphs (2) and (3) and documents associated with notices as prescribed in paragraph (4) of that Article;

(iv)the file of written seal registration filings:documents submitted pursuant to the provisions of Article 9, paragraphs (1), (5), (7), (9), and (10); Article 9-4, paragraphs (1) and (2); Article 9-5, paragraph (3); and Article 9-6, paragraph (2);

(v)the file of documents from requests for certification of reuse:documents related to requests to reuse the receipts of or revenue stamps for registration and license taxes prescribed in Article 31, paragraph (3) of the Registration and License Tax Act (Act No. 35 of 1967);

(vi)the file of documents from registration and license taxes:copies of documents associated with notices as referred to in Article 28, paragraph (1) of the Registration and License Tax Act, copies of documents associated with notices as referred to in Article 31, paragraph (1) of that Act, documents associated with requests as referred to in paragraphs (2) and (6) of that Article, and documents (including attached documents) associated with requests as prescribed in paragraph (5) of that Article;

(vii)the file of documents from requests to prevent wrongful registration:documents (including attached documents) associated with requests to prevent wrongful registration;

(viii)the file of returned written notices sent to dormant companies:documents associated with notices referred to in Article 472, paragraph (2) of the Companies Act which were sent but returned due to being undeliverable or for other such reasons;

(ix)the file of written notifications indicating that business has not been discontinued:the documents prescribed in Article 139, paragraphs (1) and (3) of the Regulation for Enforcement of the Companies Act (Ministry of Justice Order No. 12 of 2006);

(x)the file of tables:various statistics tables from registration matters and matters other than registration matters;

(xi)the file of miscellaneous documents:documents that are not filed in other books.

(4)The periods for preservation of books, documents, and comparable records as set forth in the following items are as provided in those items:

(i)registers:permanently;

(ii)inactive registration records:20 years from the day they are made inactive;

(iii)acceptance record books:five years from the year immediately following the relevant fiscal year;

(iv)written applications and other annexed documents (excluding the documents referred to in the following item and item (x)):five years from the day of acceptance;

(v)application documents from matters other than registration matters (excluding the documents referred to in item (x)):one year from the day of acceptance;

(vi)seal registration records (excluding the seal registration records referred to in the following item):permanently;

(vii)seal registration records for which information has been recorded under Article 9-2, paragraph (1) and Article 11, paragraph (7):two years from the day the information was recorded;

(viii)electronic certificate file records (excluding records of the files referred to in the following item):permanently;

(ix)inactive electronic certificate file records:20 years from the day they are made inactive;

(x)application documents and electronic and magnetic records associated with electronic certificates:13 years from the day of acceptance;

(xi)records associated with the information prescribed in Article 33-8, paragraph (4):20 years from the day of expiration of the period during which the fact that the measures referred to in paragraph (1) of that Article have been taken can be verified;

(xii)the register of registration-related books:30 years from the time of preparation;

(xiii)the daily logbook of registration functions:one year from the year immediately following the year of preparation;

(xiv)the register of forms for certificates of registered information and certificates of summarized record information:one year from the year immediately following the year of preparation;

(xv)the register of forms for seal registration certificates:one year from the year immediately following the year of preparation;

(xvi)the file for original decisions:five years from the year immediately following the year of the decision associated with the written decision contained in the file;

(xvii)the file of written requests for review and associated documents:five years from the year immediately following the year of acceptance of the written request for review contained in the file;

(xviii)the file of written notifications and notices of incomplete liquidation:five years from the year immediately following the year of notification or notice associated with the written notification or written notice contained in the file;

(xix)the file of written seal registration filings:three years from the year immediately following the year of acceptance of the document contained in the file;

(xx)the file of documents from requests for certification of reuse:five years from the year immediately following the year of preparation;

(xxi)the file of documents from registration and license taxes:five years from the year immediately following the year of preparation;

(xxii)the file of documents from requests to prevent wrongful registration:three years from the year immediately following the year of preparation;

(xxiii)the list of dormant companies subject to liquidation:five years from the year immediately following the year of preparation;

(xxiv)the file of returned written notices sent to dormant companies:five years from the year immediately following the year of preparation;

(xxv)the file of written notifications indicating that business has not been discontinued:five years from the year immediately following the year of preparation;

(xxvi)the list of inactive registration records:five years from the year immediately following the year of preparation;

(xxvii)the file of tables:three years from the year immediately following the year of preparation;

(xxviii)the file of miscellaneous documents:one year from the year immediately following the year of preparation.

(5)Books, documents, and comparable records that are kept in relation to real property registration and that are equivalent to the books, documents, and comparable records set forth in the items of paragraph (1) may double as the books, documents, and comparable records set forth in that paragraph.

Chapter II The Registration Process

Section 1 General Rules

(Information Given in Written Applications; Related Matters)

Article 35(1)Information given in a written application must be written horizontally.

(2)A person must include the information to be registered that must be given in a written application by organizing that information into sections.

(3)If there are two or more pages in a written application, the applicant or the applicant's representative or agent must affix a seal to confirm page continuation across the boundary of each of the contiguous pages.

(4)If there are two or more applicants or applicant's representatives or agents, it is sufficient for one of them to affix the seal to confirm page continuation referred to in the preceding paragraph.

(Means of Providing Electronic or Magnetic Records)

Article 35-2(1)The means that Ministry of Justice Order prescribes which is referred to in Article 17, paragraph (4) of the Act means either of the following:

(i)submitting an electronic or magnetic recording medium (limited to an electronic or magnetic recording medium with a structure that falls under Article 33-6, paragraph (4), item (i)) onto which the electronic or magnetic record prescribed in Article 17, paragraph (4) of the Act has been recorded in the format designated by the Minister of Justice, together with the written application;

(ii)providing the electronic or magnetic record prescribed in Article 17, paragraph (4) of the Act in advance using an electronic data processing system as prescribed in Article 3, paragraph (1) of the Act on Use of Information and Communications Technology in Administrative Procedure (Act No. 151 of 2002; hereinafter referred to as the "Act on Use of Information and Communications Technology") (but only in a way that conforms to conditions established by the Minister of Justice).

(2)The designation referred to in item (i) of the preceding paragraph must be made by public notice.

(3)A document giving the applicant's trade name must be affixed to the electronic or magnetic recording medium referred to in paragraph (1), item (i).

(4)If an electronic or magnetic record has been provided by the means referred to in paragraph (1), item (ii), the application for registration associated with the electronic or magnetic record thus provided is to be filed promptly after the record is provided.

(Electronic or Magnetic Records That Must Accompany Written Applications)

Article 36(1)The electronic or magnetic record that Ministry of Justice Order prescribes which is referred to in Article 19-2 of the Act must be one recorded onto an electronic or magnetic recording medium with a structure that falls under Article 33-6, paragraph (4), item (i).

(2)The data prescribed in Article 19-2 of the Act must be recorded in the electronic or magnetic record referred to in the preceding paragraph in the format designated by the Minister of Justice.

(3)The data referred to in the preceding paragraph must have had the measures provided for in Article 33-4 taken with respect to it by the person who prepared it (for data that requires certification, the person who prepared it and the person who certified it; the same applies in the following paragraph), in the format designated by the Minister of Justice.

(4)An electronic or magnetic record as referred to in paragraph (1) must have the data provided for in the following items recorded in it, in the format designated by the Minister of Justice, evidencing the information necessary for confirming that the person who prepared the data has taken the measures referred to in the preceding paragraph, based on the categories of data as set forth in the relevant item that is recorded in that electronic or magnetic record:

(i)data evidencing the authority of a privately appointed agent: any of the following electronic certificates:

(a)the electronic certificate prescribed in Article 23-8, paragraph (2) (including as applied mutatis mutandis pursuant to other ministerial orders);

(b)an electronic signature certificate prepared pursuant to the provisions of Article 3, paragraph (1) of the Act on the Authentication Services of the Japan Agency for Local Authority Information Systems in Connection with Electronic Signatures and Electronic User Certificates (Act No. 153 of 2002);

(c)an electronic certificate designated by the Minister of Justice as a certificate for verifying the person who has taken the relevant measures based on information such as the name, the address, and the date of birth;

(ii)data other than the data prescribed in the preceding item: any of the following electronic certificates:

(a)the electronic certificate set forth in (a), (b), or (c) of the preceding item;

(b)the electronic certificate of a designated notary prescribed in Article 3, paragraph (1) of the Ministerial Order on Processes Relating to Electronic or Magnetic Records by Designated Notary (Ministry of Justice Order No. 24 of 2001);

(c)any other electronic certificate designated by the Minister of Justice.

(5)In a case as referred to in the preceding paragraph, if the person who prepared the information is a person who has submitted a seal impression, the electronic certificate to be recorded in the electronic or magnetic record is to be limited to the electronic certificate set forth in item (i), (a) of that paragraph; provided, however, that this does not apply if any of the information set forth in the items of Article 33-3 exists.

(6)A designation as referred to in paragraphs (2) through (4) must be made by public notice.

(7)The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to an electronic or magnetic recording medium as referred to in paragraph (1).

(Valid Period of Certificates of Registered Information)

Article 36-2Only a certificate of registered information or seal registration certificate prepared by a registry office within the past three months is to accompany a written application.

(Special Provisions on Accompanying Documents)

Article 36-3The case that Ministry of Justice Order prescribes which is referred to in Article 19-3 of the Act is one in which the corporate registration number is given in the written application.

(Multiple Applications Filed at the Same Time)

Article 37(1)If multiple applications are filed with the same registry office at the same time, and there are documents (or electronic or magnetic records as prescribed in Article 19-2 of the Act) that must accompany each of the written applications which have the same content, it is sufficient for one copy of such document to accompany only one of the written applications.

(2)In a case as referred to in the preceding paragraph, an indication of this must be included as a supplementary note in each of the other written applications.

(Examination of Written Applications)

Article 38Upon receipt of a written application, the registrar must examine all information subject to the application without delay.

(Sending Receipts)

Article 38-2The provisions of Article 9-4, paragraphs (4) through (6) apply mutatis mutandis to the request for issuance of a receipt under Article 22 of the Act.

(Identity Confirmation by the Registrar)

Article 38-3(1)Having examined whether or not the applicant has the authority to apply pursuant to the provisions of Article 23-2, paragraph (1) of the Act, the registrar must prepare a record in which the results of the examination are recorded. The same applies when the registrar has conducted an examination upon commission as referred to in paragraph (2) of that Article.

(2)In a case as referred to in the second sentence of the preceding paragraph, the registrar of the registry office conducting the examination upon commission must send a record in which the results of the examination are recorded to the registrar commissioning the examination.

(Means of Undertaking a Registration)

Article 39Unless otherwise prescribed in this Regulation, to undertake a registration, a registrar must record the information being registered and the registration date, as well as the registrar identification number, in the appropriate section of the registration record.

(Registration upon Commission)

Article 40(1)Unless otherwise prescribed in this Regulation, the provisions on registration based on application apply mutatis mutandis to the registration procedure to be undertaken as commissioned by a government agency.

(2)In order to undertake a registration as commissioned by the court, a registrar must also record the name of the court and the date on which the judicial decision to commission this was made or the date on which that judicial decision became final and binding.

(Registering a Change)

Article 41When registering a change, a registrar must record a code canceling the registered information subject to the change.

(Change in Administrative Zone or Other Such Change)

Article 42(1)If the administrative zone, county (gun), or ward (ku); the town (cho) or section (aza) within the municipality; or the name of any of these; which was recorded in the register has changed, a registrar may record the fact that this change has occurred in the register.

(2)The provisions of Article 39 and the preceding Article apply mutatis mutandis to a case as referred to in the preceding paragraph.

(Making Registration Records Inactive)

Article 43In order to make a registration record inactive, a registrar must record, in the registration record, the reason it was made inactive and the date it was made inactive, as well as the registrar identification number.

(Making Registered Information Inactive)

Article 44(1)Any registered information recorded in a register for which a cancellation code has been recorded or which is not currently valid must be made inactive, except for information to be included in a certificate of information to date.

(2)Registered information that has been made inactive pursuant to the provisions of the preceding paragraph is deemed to be an inactive registration record.

(Reactivation of Registration Records)

Article 45If there is a need to register further information in an inactive registration record, the registration record must be reactivated. In such a case, in the registration record section of the registration record, a registrar must record an indication of this and the date of restoration record, record the registrar identification number, and record a code canceling the record under Article 43.

Article 46Deleted

Article 47Deleted

(Characters Written in Documents)

Article 48(1)The characters written in a written application or other registration document must be printed clearly.

(2)The kanji characters "壱" (pronounced "ichi" and meaning "one"), "弐" (pronounced "ni" and meaning "two"), "参" (pronounced "san" and meaning "three"), and "拾" (pronounced "jyuu" and meaning "ten") must be used to write quantities of things such as money, dates, and numbers; provided, however, that Arabic numerals may be used when writing horizontally.

(3)If characters are corrected in, added to, or deleted from a document as referred to in paragraph (1), either an indication of this and the number of corrected, added, or deleted characters must be indicated in the margin of the page, or a symbol such as parentheses must be added for the corrected, added, or deleted characters, in order to clarify the range, and a person's seal must be affixed to the part indicating the number of characters or to the part to which the symbol has been added.In this case, corrected and deleted characters must remain readable.

(Return of Accompanying Documents)

Article 49(1)An applicant for registration may request the return of a document accompanying a written application.

(2)In order to request return of a document, an applicant must also include a certified copy indicating that the copy is no different from the original document with the written application for registration; provided, however, that in order to request return of a document if the application for registration has been rejected, the applicant must include a certified copy indicating that the copy is no different from the original document with a written request for the return of the document, and submit this to a registry office.

(3)Having returned a document, a registrar must indicate that the original has been returned on the certified copy, the written application for registration, or the written request for return, and affix a seal thereto.

(4)To make the request referred to in paragraph (1) through an agent, a document evidencing the authority of the agent must accompany the written application.

(5)The provisions of Article 9-4, paragraphs (4) through (6) apply mutatis mutandis to a request for the return of an accompanying document under paragraph (1).

Section 2 Registration of Trade Names

(Signs and Symbols Used in the Registration of Trade Names)

Article 50(1)Signs and symbols such as letters from the Roman alphabet designated by the Minister of Justice may be used in the registration of a trade name.

(2)The designation referred to in the preceding paragraph must be made by public notice.

(Registering a Multiple Trade Names for the Same Party)

Article 51If an application to register multiple trade names is filed by the same party, each trade name must be registered in a separate registration record.

(Accompanying Documents for Applying to Register the Relocation of a Business Office)

Article 52A document evidencing the registration that was made in the former locality must accompany a written application to register in the new locality under Article 29, paragraph (1) of the Act.

(Registering the Transfer or Inheritance of a Trade Name)

Article 52-2(1)In order to register a change due to the transfer of a trade name, a registrar must record an indication that the trade name has been transferred, the name and address of the transferee, and the date of the transfer in the transferor's trade name registration record and make that registration record inactive, as well as creating a new registration record for the transferee and recording the following information in it:

(i)the information set forth in the items of Article 28, paragraph (2) of the Act;

(ii)an indication that the trade name has been transferred;

(iii)the name and address of the transferor;

(iv)the date of the transfer.

(2)The information that is to be registered pursuant to the provisions of the preceding paragraph (excluding the information set forth in item (i) of that paragraph) must be recorded in the registration record section of each registration record.

(3)The provisions of the preceding two paragraphs apply mutatis mutandis to the registration of a change due to the inheritance of a trade name.

(Registering an Exemption from Liability at the Time of a Business or Operational Transfer)

Article 53(1)The registration referred to in the first sentence of Article 17, paragraph (2) of the Commercial Code (Act No. 48 of 1899) must be made in the transferee's trade name registration record.

(2)The registration referred to in the first sentence of Article 22, paragraph (2) of the Companies Act must be made in the registration record of the transferee company.

(Making a Registration Record Inactive; Related Registrations)

Article 54(1)Any registration as follows must be made in the registration record section:

(i)the registration of a trade name's use having been discontinued;

(ii)the registration of a business-office relocation which is made in the former locality if the business office of a person that has registered a trade name has been relocated to outside of the jurisdictional district of the registry office;

(iii)the cancellation of a registration for a trade name other than a company's trade name.

(2)Once a registration as set forth in one of the items of the preceding paragraph has been made, the registration record must be made inactive.

Section 3 Registration of Minors and Guardians

Article 55(1)Any registration as follows must be made in the registration record section:

(i)a registration for a loss of status for a minor or a guardian;

(ii)the registration of a business-office relocation which is made in the former locality if the business office of a minor or a guardian has been relocated to outside of the jurisdictional district of the registry office (unless the minor or the guardian has another business office within the jurisdictional district of the registry office).

(2)Once a registration as set forth in one of the items of the preceding paragraph has been made, the registration record must be made inactive.

Section 4 Registration of Managers

(Registering Multiple Managers)

Article 56If an application to register multiple managers is filed by a person other than a company, each manager must be registered in a separate registration record.

(Making a Registration Record Inactive; Related Registrations)

Article 57(1)Any registration as follows for the manager of a person other than a company must be made in the registration record section:

(i)a registration for a loss of the manager's authority as the agent;

(ii)the registration of a business-office relocation which is made in the former locality if the business office to which the manager was assigned has been relocated to outside of the jurisdictional district of the registry office (unless there is another business office to which that manager is assigned within the jurisdictional district of the registry office).

(2)Once a registration as set forth in one of the items of the preceding paragraph has been made, the registration record must be made inactive.

(Registering the Transfer of a Business Office to Which the Company's Manager Has Been Assigned)

Article 58If the head office or branch office to which a company's manager has been assigned has been relocated, changed, or closed, an application to register the relocation, change, or closure of the head office or branch office must be filed at the same time as an application register the relocation, change, or closure of the business office to which the manger has been assigned.

(Cancelling the Registration of a Company's Manager)

Article 59Having registered the dissolution of a company, the registrar must record a cancellation code for the registration of the company's manager.

(Mutatis Mutandis Application of Provisions)

Article 60The provisions of Article 52 apply mutatis mutandis to the registration of a manager.

Section 5 Registration of Stock Companies

(Accompanying Documents)

Article 61(1)The articles of incorporation or written permission of the court must accompany a written application if the filing an application not provided for in the articles of incorporation or not permitted by the court would give rise to grounds to invalidate or rescind the information to be registered.

(2)If the consent of all of the persons set forth in the following items is required with regard to the information to be registered, a document evidencing the information provided for in the respective items must accompany the written application:

(i)shareholders:the names and addresses of all shareholders, the number of shares (if the company has classes shares, this includes the class of shares and the number of shares in each class; the same applies in the following paragraph) that each shareholder holds, and the number of voting rights that each shareholder holds;

(ii)class shareholders:the names and addresses of all of the class shareholders, the number of shares in the relevant class that each of the class shareholders holds, and the number of voting rights from shares in the class that each class shareholder holds.

(3)If a resolution at a shareholders meeting or a general meeting of class shareholders is required for information to be registered, the written application must be accompanied by a document evidencing the names and addresses of the smaller of either of the following number of shareholders whose voting rights account for a large proportion of the votes (but only those that can be used on that resolution (including if a resolution is deemed to have been made pursuant to the provisions of Article 319, paragraph (1) of the Companies Act (including as applied mutatis mutandis pursuant to Article 325 of that Act)); hereinafter the same applies in this paragraph) held by all shareholders (or held by all shareholders of the relevant class, if a resolution at a general meeting of class shareholders is required), as well as evidencing the number of shares (or the number of shares in the relevant class, if a resolution at a general meeting of class shareholders is required) and the number of votes held by each respective shareholder, and the proportion of each shareholder's votes to the total number of votes held by all shareholders:

(i)10 shareholders; or

(ii)the number of shareholders arrived at when each shareholder's proportion of the total number of votes is added together from highest proportion to lowest until the sum total of their proportions reaches two-thirds.

(4)A certificate prepared by the mayor of municipality for any seal affixed to a document evidencing that a director at incorporation has agreed to assume office must accompany a written application for registration of incorporation (excluding incorporation resulting from a merger or an entity conversion). The same applies with regard to any seal affixed to a document evidencing that a director has agreed to assume office which must accompany a written application for registration of a change due to a director's assumption of office (excluding reappointment).

(5)To apply the provisions of the preceding paragraph to a company with a board of directors, the term "a director at incorporation" in that paragraph is deemed to be replaced with "a representative director at incorporation or representative executive officer at incorporation" and the terms "a director" and "a director's" in the second sentence of that paragraph are deemed to be replaced with "a representative director or representative executive officer" and "a representative director's or representative executive officer's".

(6)Certificates prepared by the mayor of municipality for seal impressions as provided in the relevant of the following items for the category of case set forth in that item must accompany a written application for registration of a change due to the assumption of office of a representative director or a representative executive officer; provided, however, that this does not apply if that seal impression is the same as the seal impression that the representative director or the representative executive officer (limited to one who doubles as a director) who was in office before the change has submitted to the registry office:

(i)if a representative director has been appointed by a resolution at a shareholders meeting or a general meeting of class shareholders:the seals that the chairperson and the directors who were in attendance have affixed to the minutes of the shareholders meeting or the general meeting of class shareholders;

(ii)if a representative director has been elected by the directors from among themselves:the seals that the directors have affixed to a document evidencing the election of a representative director by and from among themselves;

(iii)if a representative director or a representative executive officer has been appointed by a resolution of the board of directors:the seals that the directors and company auditors who were in attendance have affixed to the minutes of the board of directors meeting.

(7)A certificate that the mayor of municipality or other government employee has prepared in the course of duty giving the same name and address as that which is indicated in each document evidencing that a director at incorporation, company auditor at incorporation, executive officer at incorporation, director, company auditor, or executive officer (hereinafter referred to as a "director or equivalent person" in this paragraph) has agreed to assume office (including a certified copy of such a certificate indicating that the director or equivalent person is no different from in the original) must accompany a written application to register a company's incorporation or to register a change due to the assumption of office (excluding reappointment) of a director, company auditor, or executive officer; provided, however, that this does not apply if a certificate prepared by the mayor of municipality for the seal of the director or equivalent person accompanies a written application for registration pursuant to the provisions of paragraph (4) (including as applied pursuant to paragraph (5) following the deemed replacement of terms) or the preceding paragraph.

(8)A certificate prepared by the mayor of municipality for the seal impression that a representative director, representative executive officer, director, or executive officer (but only one who has submitted a seal impression to a registry office; hereinafter referred to as a "representative director or equivalent person" in this paragraph) has affixed to the document evidencing resignation must accompany a written application for registration of a change due to resignation of a representative director or equivalent person; provided, however, that this does not apply if that seal impression is the same as that which the representative director or equivalent person has already submitted to the registry office.

(9)A document evidencing that the amount of stated capital has been recorded according to the provisions of the Companies Act and the Rules of Corporate Accounting (Ministry of Justice Order No. 13 of 2006) must accompany a written application to register an incorporation or to register a change due to an increase or reduction in the amount of stated capital.

(10)If a company is required to have a certain distributable amount (meaning a distributable amount as prescribed in Article 461 of the Companies Act) or amount of deficit in connection with information to be registered, a document evidencing the fact that it has this must accompany a written application.

(11)A document evidencing that the circumstances in question fall under the case prescribed in Article 448, paragraph (3) of the Companies Act must accompany a written application to register a change due to an increase in the amount of stated capital through a reduction in the amount of the capital reserve (but only in a case as prescribed in that paragraph).

(Registering in the Locality of a Branch Office)

Article 62(1)When filing an application for registration in the locality of a branch office for information that must be registered in the localities of the head office and branch offices, a person may include the information to be registered which must be included in the written application may by quoting a statement in a document evidencing the registration that has been made in the locality of the head office.

(2)In quoting from a statement in a document evidencing the registration that has been made in the locality of the head office pursuant to the provisions of the preceding paragraph, the person must make it clear which information is to be registered.

Article 63(1)An application for a registration to be made in the locality of a branch office under Article 49, paragraph (1) of the Act and an application for a registration to be made in the locality of the head office must be filed using the same document.

(2)In a case as referred to in the preceding paragraph, a person must specify the branch offices to be specified under Article 17, paragraph (3) of the Act after organizing them by registry office having jurisdiction in their localities.

(3)A person must pay the fees referred to in Article 49, paragraph (5) of the Act by affixing revenue stamps to the document referred to in paragraph (1).

Article 64The information that is required to be registered pursuant to the provisions of Article 48, paragraph (2) of the Act (excluding the company's date of incorporation) must be recorded in the registration record section of the registration record.

(Registering the Relocation of the Head Office)

Article 65(1)The sending of a written application, accompanying documents, and a seal impression under Article 52, paragraph (2) of the Act must be performed by registered mail or by a correspondence delivery service in which the provider records the acceptance and delivery, and if the applicant submits postage stamps or a voucher as prescribed in Article 9-4, paragraph (5) equivalent to the handling fee to send the postal item with priority over other postal items of the same type, the postal item must be handled as such.

(2)In registering in the new locality after having relocated the head office to the jurisdictional district of another registry office, a registrar must also register the dates of assumption of office of directors, directors who are audit and supervisory committee members, accounting advisors, company auditors, representative directors, special directors, committee members, executive officers, representative executive officers, and financial auditors.

(3)The information that is required to be registered pursuant to the provisions of Article 53 of the Act (excluding the company's date of incorporation) must be registered in the registration record section of the registration record.

(4)When a registration as prescribed in paragraph (2) is made, if that registration is for a company that has already been registered in the new locality, the registration record of that company in the new locality must be made inactive.

(5)If the head office is relocated to the jurisdictional district of another registry office, when the relocation is registered at the registry office having jurisdiction in the former locality (but only if there is still a branch office within the jurisdictional district of the registry office), the registrar must record a cancellation code for the registered information other than the registration of the trade name, the head office, the branch office (but only the one that is located within that jurisdictional district), and the company's date of incorporation, and other than the information registered in the registration record section.

(Registering the Absence, Invalidation, or Rescission of a Resolution at a Shareholders Meeting)

Article 66(1)In order to register the absence, invalidation, or rescission of a resolution at a shareholders meeting or a general meeting of class shareholders, a registrar must record a code canceling the registrations involving information subject to the resolution, and if the registration resulting from the resolution caused a cancellation code to be recorded for a piece of registered information, the registration of that registered information must be restored.

(2)The provisions of the preceding paragraph apply mutatis mutandis to the registration of the absence, invalidation, or rescission of a resolution at an organizational meeting or an organizational meeting of class shareholders.

(Registering Representative Directors)

Article 67(1)When registering the absence, invalidation, or rescission of a resolution to appoint a director or when registering the dismissal of a director based on a court judgment if the director is a representative director, special director, committee member, or outside director, the registrar must also record a code canceling any registration involving that representative director, special director, committee member, or outside director.

(2)The provisions of the preceding paragraph apply mutatis mutandis to a registration regarding an outside company auditor if a registration of the absence, invalidation, or rescission of a resolution to appoint a company auditor or a registration of the dismissal of a company auditor based on a court judgment is made and that company auditor is an outside company auditor.

(3)The provisions of paragraph (1) apply mutatis mutandis to a registration regarding the representative executive officer if a registration of the absence, invalidation, or rescission of a resolution appointing an executive officer or a registration of the dismissal of an executive officer based on a court judgment is made and that executive officer is a representative executive officer.

(Registering a Provisional Director or Person Acting as Director; Other Matters)

Article 68(1)Having registered the assumption of office of a director, director who is an audit and supervisory committee member, accounting advisor, company auditor, representative director, committee member, executive officer, representative executive officer, or financial auditor, the registrar must record a cancellation code for any registration of a person responsible for temporarily acting as a director, director who is an audit and supervisory committee member, accounting advisor, company auditor, representative director, committee member, executive officer, representative executive officer, or financial auditor.

(2)Having registered the absence, invalidation, or rescission of a resolution appointing a director, director who is an audit and supervisory committee member, accounting advisor, company auditor, representative director, committee member, executive officer, or representative executive officer or after registering the dismissal thereof, the registrar must record a cancellation code for any registration of a suspension in the performance of duties by that director, director who is an audit and supervisory committee member, accounting advisor, company auditor, representative director, committee member, executive officer, or representative executive officer or for any registration of a person acting in one of these capacities.

(Registering the Features of Shares Issued)

Article 69(1)If a company becomes a company with classified shares and a registrar registers the total number of authorized classified shares and the features of each class of shares to be issued, the registrar must record a code canceling the existing registration of the features of shares to be issued.

(2)If a company ceases to be a company with classified shares and a registrar registers the features of shares to be issued, the registrar must record a code canceling the registration of the total number of authorized classified shares and the features of each class of shares to be issued.

(Registering the Invalidation of a New Share Issuance; Related Matters)

Article 70The provisions of Article 66, paragraph (1) apply mutatis mutandis to a registration of the invalidation or absence of a share issuance after the formation of a company, a registration of the invalidation or absence of a share option issuance after the formation of a company, or the registration of the invalidation of a reduction in the amount of stated capital after the formation of a company.In this case, the phrase "registration of the information subject to the resolution" in that paragraph is deemed to be replaced with "registration of the information subject to the resolution (if registering the invalidation or absence of a share issuance after the formation of a company, this excludes any registration concerning the amount of stated capital)".

(Registrations Concerning Electronic Public Notice)

Article 71Having registered a change due to the adoption of electronic public notice as the means of public notice, the registrar must record a code canceling the registration of the information set forth in Article 911, paragraph (3), item (xxvi) of the Companies Act and the items of Article 57-4 of the Banking Act (Act No. 59 of 1981) (including as applied mutatis mutandis pursuant to Article 10, paragraph (1) of the Act on Development Bank of Japan, Inc. (Act No. 85 of 2007)) and the information prescribed in Article 64 of the Shoko Chukin Bank Limited Act (Act No. 74 of 2007).

(Registering a Dissolution)

Article 72(1)Having registered a dissolution under Article 471 (excluding items (iv) and (v)) or the main clause of Article 472, paragraph (1) of the Companies Act, the registrar must record a code canceling the following registrations:

(i)any registration indicating that the company is a company with a board of directors, and any registrations that involve the directors, representative directors, and outside directors;

(ii)any registration indicating that provisions have been made for voting by special directors, and any registrations that involve the special directors;

(iii)any registration indicating that the company is a company with accounting advisors, and any registrations that involve the accounting advisors;

(iv)any registration indicating that the company is a company with financial auditors, and any registrations that involve the financial auditors;

(v)any registration indicating that the company is a company with an audit and supervisory committee, any registrations that involve directors who are audit and supervisory committee members, and any registration indicating that the articles of incorporation provide for the delegation of decisions on the execution of important business to the directors;

(vi)any registration indicating that the company is a company with a nominating committee, etc., and any registrations that involve committee members, executive officers, and representative executive officers.

(2)The provisions of the preceding paragraph apply mutatis mutandis if a registrar has registered the invalidation of a company's incorporation or the invalidation of a share transfer.

(Registering a Continuation)

Article 73Having registered a continuation under Article 473 of the Companies Act, the registrar must record codes canceling any registration indicating that the company is a company with a board of liquidators and any registrations involving the liquidators and representative liquidators.

(Registering a Provisional Liquidator or Person Acting as Liquidator; Related Matters)

Article 74The provisions of Article 68 apply mutatis mutandis to a liquidator or representative liquidator.

(Registering a Special Liquidation)

Article 75A registrar must record a code canceling a registration of the commencement of a special liquidation in any of the following cases:

(i)on having registered the rescission of the commencement of a special liquidation;

(ii)on having registered the conclusion of a special liquidation (this excludes if a ruling concluding a special liquidation is reached due to the completion of a special liquidation);

(iii)on having registered the commencement of bankruptcy proceedings following the issuance of a ruling commencing bankruptcy proceedings pursuant to the provisions of Article 574, paragraph (1) or (2) of the Companies Act.

(Registering an Entity Conversion)

Article 76(1)The information that is required to be registered pursuant to the provisions of Article 76 of the Act (excluding the company's date of incorporation) must be recorded in the registration record section of the registration record.

(2)Having registered the restoration of a registration due to the invalidation of an entity conversion, the registrar must record a code canceling the registration of the dissolution due to the entity conversion.

(Registering a Merger)

Article 77(1)The information that is required to be registered pursuant to the provisions of Article 79 of the Act in the registration of a company's incorporation due to a consolidation-type merger must be recorded in the registration record section of the registration record.

(2)The provisions of Article 65, paragraph (1) apply mutatis mutandis to the sending of a written application under Article 83, paragraph (2) of the Act.

(3)Having registered the restoration of a registration due to the invalidation of a merger, the registrar must record a code canceling the registration of the dissolution due to the merger.

(Registering a Company Split)

Article 78(1)The information that is required to be registered pursuant to the provisions of Article 84, paragraph (1) of the Act in the registration of a company's incorporation due to an incorporation-type company split must be recorded in the registration record section of the registration record.

(2)The provisions of Article 65, paragraph (1) apply mutatis mutandis to the sending of a written application under Article 88, paragraph (2) of the Act.

(Registering a Share Exchange or Share Transfer)

Article 79The provisions of Article 65, paragraph (1) apply mutatis mutandis to the sending of a written application under Article 92, paragraph (2) of the Act.

(Making a Registration Record Inactive; Related Registrations)

Article 80(1)Any registration as follows must be made in the registration record section:

(i)the registration of a relocation which is made in the former locality of the head office or a branch office if the head office or branch office has been relocated to outside of the jurisdictional district of the registry office (unless the head office remains within the jurisdictional district of the registry office or there is another branch office therein);

(ii)the registration of a closure which is made in the former locality of a branch office if that branch office has been closed (unless the head office remains within the jurisdictional district of the registry office or there is another branch office therein);

(iii)the registration of a dissolution due to entity conversion or a merger;

(iv)the registration of a dissolution due to the invalidation of an entity conversion, the invalidation of a consolidation-type merger, or the invalidation of an incorporation-type company split;

(v)the registration of the completion of liquidation;

(vi)the registration of the conclusion of a special liquidation (but only if a ruling concluding a special liquidation has been issued due to the completion of the special liquidation).

(2)Once a registration as set forth in one of the items of the preceding paragraph has been made, the registration record must be made inactive.

Article 81(1)In any of the following cases, a registrar may make a registration record inactive:

(i)10 years after having registered a dissolution;

(ii)five years after the filing of a notification under the following paragraph or paragraph (3).

(2)Notwithstanding the provisions of the preceding paragraph, if a company notifies the registry office having jurisdiction in the locality of its head office, during the period that runs from two months before the end of the period set forth in item (i) or (ii) of the preceding paragraph until the time that the registration record is made inactive, that it has not completed its liquidation, the registrar may not make the registration record inactive.

(3)If a company notifies the registry office having jurisdiction in the locality of its head office, after a registrar has made a registration record inactive pursuant to the provisions of paragraph (1), that it has not completed its liquidation, the registrar must reactivate the registration record.

(4)Having made a registration record inactive or reactivated it pursuant to the provisions of paragraph (1) or (3), the registrar must notify the registry offices at the locations of the branch offices of this, without delay.

(5)Having been notified as referred to in the preceding paragraph, a registrar must make the registration record inactive or reactivate it without delay.

(6)The provisions of the second sentence of Article 45 apply mutatis mutandis when a registration record is reactivated pursuant to the provisions of paragraph (3) or the preceding paragraph.

(Requests Involving the Recording of an Officer's or Other Person's Surname; Related Matters)

Article 81-2(1)A person filing an application to register a company's incorporation, to register a liquidator, to register a change due to the assumption of office of an officer (meaning a director, company auditor, executive officer, accounting advisor, or financial auditor; hereinafter the same applies in this Article) or liquidator, or to register a change in the surname of an officer or liquidator, may file a request for the surname used before marriage (other than if this is the same as the surname that must already be recorded) by an officer or liquidator who has changed surnames due to marriage and whose name will be recorded in the register as a result of the application, also be recorded.

(2)In order to file a request as referred to in the preceding paragraph, an applicant must give the following information in the written application for the registration as referred to in that paragraph, and include a document evidencing that information with the written application:

(i)the first and last names of the officer or liquidator whose surname used before marriage would be recorded; and

(ii)the surname used before marriage of the officer or liquidator referred to in the preceding item.

(3)If a request as referred to in paragraph (1) has been filed, when making the registration for which the application as referred to in that paragraph has been filed, the registrar is to record the information set forth in item (ii) of the preceding paragraph with regard to which the request referred to in that paragraph was filed.

(4)If an application is filed to register a change due to the reappointment of an officer for whom the information set forth in paragraph (2), item (ii) has been recorded, or if an application is filed to register a change of surnames for an officer or liquidator for whom such information has been recorded, that information is not to be registered in connection with the officer or liquidator whose name will be recorded in the register as a result of the application, only in the following cases:

(i)if the applicant files a request indicating that the applicant does not want that information to be recorded;

(ii)if that information and the surname that will be recorded in the register are the same.

(5)In order to file a request as referred to in item (i) of the preceding paragraph, the applicant must give the name of the officer or liquidator who does not want the information set forth in paragraph (2), item (ii) to be recorded in the written application for the registration referred to in that paragraph.

Section 6 Registration of General Partnership Companies

(Accompanying Documents)

Article 82The articles of incorporation must accompany a written application if the filing of an application not provided for in the articles of incorporation would give rise to grounds to invalidate the information to be registered.

(Registering a Member's Loss of Executive Management Authority or Representative Authority)

Article 83Having registered the withdrawal of a member, a registrar must record a cancellation code with regard to any registration of the loss of that member's executive management authority or representative authority.

(Registering the Suspension of a Member's Performance of Duties; Related Matters)

Article 84Having registered a loss of a member's executive management authority or representative authority, a registrar must record a cancellation code with regard to any registration of a suspension in the member's performance of those duties or with regard to the registration of a person acting in the capacity of such a member.

(Registering a Continuation)

Article 85(1)Having registered a continuation as under Article 642, paragraph (1) of the Companies Act, a registrar must record codes canceling the registration of the dissolution and any registrations involving the liquidators and the liquidator representing the liquidating membership company.

(2)Having registered a continuation as under Article 845 of the Companies Act, a registrar must record codes canceling the registration of the invalidation or rescission of the company's incorporation and any registrations involving the liquidators and the liquidator representing the liquidating membership company.

(Registering a Liquidator)

Article 86(1)Having registered a liquidator as under Article 928, paragraph (2) or (3) of the Companies Act, a registrar must record a code canceling any registration involving the representative member.

(2)The provisions of the preceding paragraph apply mutatis mutandis if the registrar has registered a dissolution as under Article 641, item (iv) or (vii) of the Companies Act or has registered the invalidation or rescission of a company's incorporation.

(Registering the Suspension of a Liquidator's Performance of Duties; Related Matters)

Article 87Having registered the dismissal of a liquidator as under Article 648, paragraph (3) of the Companies Act, a registrar must record a cancellation code with regard to any registration of a suspension in the liquidator's performance of duties or any registration of the person acting in the capacity of liquidator.

(Registering a Change in the Kind of Membership Company)

Article 88The information that is required to be registered pursuant to the provisions of Article 104 of the Act (excluding the company's date of incorporation) must be recorded in the registration record section of the registration record.

(Requests Involving the Recording of a Member's or Other Person's Surname; Related Matters)

Article 88-2(1)A person filing an application to register a company's incorporation; to register a liquidator; to register a change due to admission of a member; to register a change due to the assumption of office of a liquidator; to register a change (including a change due to the assumption of office) in the person responsible for acting as the member representing a general partnership company, if that member is a corporation, or in the person responsible for acting as the liquidator representing a liquidating membership company, if that liquidator is a corporation (such a person is hereinafter referred to as a "person acting in that capacity" in this Article); or to register a change in the surname of a member, liquidator, or person acting in that capacity may file a request for the surname used before marriage (other than if this is the same as the surname that will be recorded) of a member, liquidator, or person acting in that capacity who has changed surnames due to marriage and whose name will be recorded in the register as a result of the application, also be recorded.

(2)The provisions of Article 81-2, paragraphs (2) through (5) apply mutatis mutandis to a case as referred to in the preceding paragraph.In this case, the phrase "officer or liquidator" in the items of Article 81-2, paragraph (2) and Article 81-2, paragraphs (4) and (5) is deemed to be replaced with "member, liquidator, or person acting in that capacity", and the phrase "a change due to the reappointment of an officer for whom the information set forth in paragraph (2), item (ii) has been recorded, or if an application is filed to register a change of surnames for an officer or liquidator for whom such information has been recorded" in paragraph (4) of that Article is deemed to be replaced with "a change of surnames for a member, liquidator, or person acting in that capacity, for whom the information set forth in paragraph (2), item (ii) has been recorded".

(Mutatis Mutandis Application of Provisions)

Article 89The provisions of Articles 62 through 64; Article 65, paragraph (1) and paragraphs (3) through (5); Article 71; Articles 76 through 78; Article 80 (excluding paragraph (1), item (vi)); and Article 81 apply mutatis mutandis to the registration of a general partnership company.In this case, the term "entity conversion" in Article 80, paragraph (1), item (iii) is deemed to be replaced with "change in the kind of membership company, entity conversion".

Section 7 Registration of Limited Partnership Companies

Article 90The provisions of the preceding Section apply mutatis mutandis to a registration of a limited partnership company.

Section 8 Registration of Limited Liability Companies

(Registering a Dissolution)

Article 91(1)Having registered a dissolution as under Article 641 (excluding items (v) and (vi)) of the Companies Act, a registrar must record a code canceling any registrations involving the executive members and the representative member.

(2)The provisions of the preceding paragraph apply mutatis mutandis if a registrar has registered the invalidation or rescission of a company's incorporation.

(Mutatis Mutandis Application of Provisions)

Article 92The provisions of Article 61, paragraph (9) and Section 6 (excluding Article 86) apply mutatis mutandis to a limited liability company. In this case, the term "member" in Articles 83 and 84 is deemed to be replaced with "executive member", the phrase "change due to admission of a member" in Article 88-2, paragraph (1) is deemed to be replaced with "change due to admission of an executive member or assignment of executive management authority", and the phrase "member, liquidator" in that paragraph and paragraph (2) of that Article is deemed to be "executive member, liquidator".

Section 9 Registration of Foreign Companies

(Information Required to Be Included in a Written Application)

Article 93In order to apply for the registration of information regarding something that has arisen in a foreign country pursuant to the provisions of Article 933, paragraph (5) of the Companies Act, the applicant must include in the written application the date on which a written notice of that information reached a representative in Japan.

(Registration Record in Which a Registration Must Be Made)

Article 94(1)A foreign company must be registered in a registration record corresponding to the type of register that is the most suitable for registering that foreign company.

(2)A registrar must record information that is required to be registered in the section in which it is most suitable to record that information.

(Making a Record of the Law Governing Incorporation and Related Matters)

Article 95A registration of the law governing the incorporation of a foreign company must be made in the trade name section, and a registration for a foreign company's domestic representative must be made in the member section or the officer section.

(Making a Registration Record Inactive; Related Registrations)

Article 96(1)Any registration as follows must be made in the registration record section:

(i)the registration of a relocation which is made in the former locality of a business office if that business office has been relocated to outside of the jurisdictional district of the registry office (unless there is another business office within the jurisdictional district of the registry office);

(ii)the registration of a shutdown which is made in the former locality of a business office if that business office has been shut down (unless there is another business office within the jurisdictional district of the registry office or unless the domicile of the domestic representative is within the jurisdictional district of the registry office (but only if all business offices in Japan have been shut down));

(iii)a registration for the resignation of all of the domestic representatives (but only those with domiciles in Japan) of a foreign company that has established business offices in Japan (unless an order commencing liquidation has been issued);

(iv)the registration of a relocation which is made in the locality of the former domicile of a domestic representative of a foreign company that has not established a business office in Japan, if that representative has relocated their domicile to outside of the jurisdictional district of the registry office (unless another domestic representative is domiciled within the jurisdictional district of the registry office);

(v)a registration for the establishment of a business office which is made in the locality of the domicile of the domestic representative of a foreign company that has not established a business office in Japan, if that foreign company has established a business office outside of the jurisdictional district of the registry office;

(vi)a registration for the resignation of a domestic representative of a foreign company that has not established a business office in Japan (unless another domestic representative is domiciled within the jurisdictional district of the registry office or unless an order commencing liquidation has been issued);

(vii)a registration for the completion of liquidation.

(2)Once a registration as set forth in one of the items of the preceding paragraph has been made, the registration record must be made inactive.

(Mutatis Mutandis Application of Provisions)

Article 97(1)The provisions of Article 65, paragraph (1) apply mutatis mutandis to the sending of a written application under Article 52, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 131 of the Act.

(2)The provisions of Articles 74 and 75 apply mutatis mutandis to the registration of a foreign company.

Section 10 Correction and Cancellation of Registrations

(Documents Accompanying Written Applications for Correction)

Article 98If it is clear from the written application or documents accompanying a registration that the registration contains an error or omission, it is not required for documents evidencing the existence of the error or omission to accompany a written application for correction. In such a case, an indication of this must be given in the written application for correction.

(Correction of a Registration)

Article 99(1)In order to correct a registration, a registrar must record a code canceling the registered information being corrected, and if the registration resulted in a cancellation code being recorded for a piece of registered information, the registration of that registered information must be restored.

(2)When a registration is corrected pursuant to the provisions of Article 133, paragraph (2) of the Act, a registrar must record the date of the permission for the correction.

(Cancelling a Registration)

Article 100(1)In order to cancel a registration, a registrar must record a code canceling the registered information being canceled, and if the registration resulted in a cancellation code being recorded for a piece of registered information, the registration of that registered information must be restored; provided, however, that this does not apply if the registration record is to be made inactive as a result of the registration being cancelled.

(2)If a registration is cancelled pursuant to the provisions of Article 137 or Article 138, paragraph (3) of the Act, a registrar must also record this.

(3)The provisions of Article 98 apply mutatis mutandis to an application for cancellation of a registration.

Chapter III Special Provisions on Applying for a Registration Using an Electronic Data Processing System

(Applying for a Registration Using an Electronic Data Processing System; Related Matters)

Article 101(1)An application or request as follows may be filed pursuant to the provisions of Article 3, paragraph (1) of the Act on the Use of Information and Communications Technology by means of an electronic data processing system as prescribed in that paragraph; provided, however, that the application or request must conform to conditions decided by the Minister of Justice:

(i)an application for a registration (including a request for the issuance of a receipt that is filed at the same time; the same applies hereinafter);

(ii)a request for the issuance of a certificate of registered information or a seal registration certificate.

(2)The provisions of item (ii) of the preceding paragraph do not apply to the seal registration certificate that has been submitted by the representative of a corporation that is a guardian (or the person responsible for acting in this capacity, if the representative is a corporation) or by a person nominated to act as the trustee or equivalent person.

(Means of Applying for a Registration)

Article 102(1)In order to apply for a registration pursuant to the provisions of paragraph (1), item (i) of the preceding Article, an applicant or an applicant's representative or agent (hereinafter referred to as the "applicant or equivalent person" in this Chapter), as provided for by the Minister of Justice, must transmit data that constitutes the information that is required to be given in a written application pursuant to the provisions of laws and regulations and for which the measures provided for in Article 33-4 have been taken (hereinafter referred to as "data required to be entered in a written application").

(2)If there is a document (or an electronic or magnetic record as prescribed in Article 19-2 of the Act) that must accompany a written application for registration pursuant to the provisions of laws and regulations, the applicant or equivalent person, as provided for by the Minister of Justice, must transmit data that substitutes for that document and for which the person preparing the data (or the person preparing the data and the person certifying the data, if the data requires certification; the same applies in paragraph (5)) has taken the measures prescribed in the preceding paragraph (hereinafter referred to as "data substituting for an accompanying document"); provided, however, that this does not preclude the applicant or equivalent person from submitting or sending the relevant document to the registry office in lieu of transmitting the data substituting for the accompanying document.

(3)When applying for a registration and transmitting the data required to be entered in a written application, an applicant or equivalent person (other than a privately appointed agent) must also transmit one of the following pieces of data evidencing the information necessary for confirming that the applicant or equivalent person has taken the measures provided for in paragraph (1):

(i)an electronic certificate as prescribed in Article 33-8, paragraph (2) (including as applied mutatis mutandis pursuant to other ministerial orders);

(ii)an electronic signature certificate prepared pursuant to the provisions of Article 3, paragraph (1) of the Act on the Authentication Services of the Japan Agency for Local Authority Information Systems in Connection with Electronic Signatures and Electronic User Certificates;

(iii)an electronic certificate (meaning an electronic certificate as prescribed in Article 4, item (i) of the Regulation for Enforcement of the Act on Electronic Signatures and Authentication Services (Order of the Ministry of Internal Affairs, Ministry of Justice, and Ministry of Economy, Trade and Industry No. 2 of 2001)) prepared by an accredited authentication service provider as prescribed in Article 8 of the Act on Electronic Signatures and Authentication Services (Act No. 102 of 2000) or any other electronic certificate that the Minister of Justice prescribes as one that makes it possible to confirm who has taken the relevant measures, using information such as the person's name, address, and date of birth;

(iv)if a government agency has commissioned the procedure, an electronic certificate prepared by the government agency that the Minister of Justice prescribes as one that makes it possible for the registrar to confirm who has taken the relevant measures.

(4)If a person files an application for registration through a privately appointed agent and data required to be entered in a written application is transmitted, one of the following pieces of data evidencing the information necessary for confirming that the agent has taken the measures prescribed in paragraph (1) must also be transmitted:

(i)an electronic certificate as set forth in one of the items of the preceding paragraph;

(ii)an electronic certificate that makes it possible to confirm who has taken the relevant measures, and which the Minister of Justice prescribes as being equivalent to what is set forth in the preceding item.

(5)When transmitting data substituting for an accompanying document, an applicant or equivalent person must also transmit, the data provided for in the following items evidencing the information necessary for confirming that the person who prepared the relevant data has taken the measures prescribed in paragraph (1), based on the categories of data set forth in the relevant item:

(i)data evidencing the authority of a privately appointed agent:an electronic certificate as set forth in one of the items of paragraph (3);

(ii)data other than what is provided for in the preceding item:an electronic certificate as set forth in one of the items of the preceding paragraph or the electronic certificate of a designated notary as prescribed in Article 3, paragraph (1) of the Ministerial Order on Functions Undertaken by Designated Notaries in Connection with Electronic and Magnetic Records.

(6)In a case as referred to in the preceding three paragraphs, if the person who has taken the measures prescribed in paragraph (1) has submitted a seal impression, the electronic certificate to be transmitted is to be limited to the electronic certificate set forth in paragraph (3), item (i); provided, however, that this does not apply if there is information as set forth in the items of Article 33-3.

(Special Provisions on Accompanying Documents)

Article 103(1)When applying for a registration pursuant to the provisions of Article 101, paragraph (1), item (i), if the applicant or equivalent person transmits an electronic certificate as set forth in paragraph (3), item (i) of the preceding Article pursuant to the provisions of paragraph (3) or paragraph (5), item (i) of that Article, the provisions of Article 87, paragraph (3) of the Act and Article 91, paragraph (3) of the Act do not apply to the application.

(2)If required to include a certificate of registered information when applying for a registration pursuant to the provisions of Article 101, paragraph (1), item (i), an applicant or equivalent person, as provided for by the Minister of Justice, may provide the necessary data for the registration data prescribed in Article 2, paragraph (1) of the Act on Providing Information on Registration through Telecommunication Lines (Act No. 226 of 1999) to be transmitted to the registrar by a designated corporation as prescribed in Article 3, paragraph (2) of that Act, in lieu of submitting the certificate of registered information.

(3)When applying for a registration pursuant to the provisions of Article 101, paragraph (1), item (i), if the applicant or equivalent person transmits, as data substituting for an accompanying document referred to in paragraph (2) of the preceding Article, data that substitutes for a document evidencing a person's agreement to assume office as referred to in Article 61, paragraph (7), for which the person agreeing to assume office has taken the measures provided for in Article 33-4, and also transmits an electronic certificate as set forth in paragraph (3), item (ii) or (iii) of the preceding Article pursuant to the provisions of paragraph (5), item (ii) of that Article, the provisions of Article 61, paragraph (7) do not apply to the application as regards the person who has agreed to assume office.

(Special Provisions on Application Document Files)

Article 104If an application for a registration is filed pursuant to the provisions of Article 101, paragraph (1), item (i), the registrar must also file the data required to be entered in the written application, data substituting for accompanying documents, and a document indicating the contents of the registration data prescribed in paragraph (2) of the preceding Article in an application document file, in order to make them available for inspection under the first sentence of Article 11-2 of the Act.

Article 105Deleted

(Means of Paying Fees When an Electronic Data Processing System Is Used to Apply for a Registration)

Article 106(1)The means that Ministry of Justice Order prescribes which is referred to in the proviso to Article 13, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 49, paragraph (7) of the Act is the means prescribed in Article 101, paragraph (1).

(2)When cash is used to pay fees pursuant to the provisions of the proviso to Article 13, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 49, paragraph (7) of the Act, a person must pay the fees using the payment details has obtained from the registrar.

(3)When an application for a registration under Article 49, paragraph (1) of the Act is filed by the means prescribed in Article 101, paragraph (1) and fees are paid by revenue stamps, the phrase "the document referred to in paragraph (1)" in Article 63, paragraph (3) is deemed to be replaced with "the documents specified by the registrar", and the relevant provisions apply.

(4)The provisions of the preceding three paragraphs apply mutatis mutandis to the registration of a membership company.

(Means of Requesting the Issuance of Certificates of Registered Information)

Article 107(1)To request the issuance of a certificate of registered information or a seal registration certificate pursuant to the provisions of Article 101, paragraph (1), item (ii), an applicant or equivalent person, as provided for by the Minister of Justice, must transmit data for the information set forth in the following items (in the case of a request for issuance of a seal registration certificate, data for that information for which the measures prescribed in Article 102, paragraph (1) have been taken):

(i)information required to be given in a written application pursuant to the provisions of this Regulation;

(ii)if asking to be issued a certificate of registered information (other than in a case as prescribed in item (iv)), an indication that the applicant or equivalent person will be issued this at a registry office;

(iii)if asking to be issued a seal registration certificate (other than in a case as prescribed in item (v)), an indication that the applicant or equivalent person will be issued the certificate at a registry office and the seal registration card number;

(iv)if asking to be sent a certificate of registered information an indication of this and the address to send the certificate to;

(v)if asking to be sent a seal registration certificate, an indication of this, the seal registration card number, and the address to send the certificate to.

(2)If an applicant or equivalent person makes a request under the preceding paragraph through an agent, data that substitutes for a document evidencing the authority of the agent (if this is a request to be issued a seal registration certificate, this means data for which the preparer has taken the measures prescribed in Article 102, paragraph (1)) must also be transmitted, as provided by the Minister of Justice.

(3)The provisions of Article 102, paragraphs (3) and (4), paragraph (5), item (i), and Article (6) apply mutatis mutandis to an electronic certificate that must be transmitted together with the data referred to in the preceding two paragraphs when an applicant or equivalent person requests to be issued a seal registration certificate pursuant to the provisions of paragraph (1).

(4)Article 22, paragraph (2) (if an applicant or equivalent person is requesting to be issued a seal registration certificate, this is limited to if they ask for the seal registration certificate to be sent (hereinafter referred to as a "request to be sent a seal registration certificate")); Article 28, paragraph (2); Article 33; and the part of Article 29 concerning the specifying of information in a written application do not apply to a request under paragraph (1).

(5)When seeking to be issued a certificate of registered information pursuant to the provisions of paragraph (1) (except when seeking to have the certificate of registered information sent), an applicant or equivalent person must submit the document specified by the Minister of Justice.

(6)To apply the provisions of Article 22, paragraph (2) to a request to be issued a seal registration certificate under paragraph (1) (other than a request to be sent a seal registration certificate), the phrase "when submitting the written application referred to in the preceding paragraph" in that paragraph is deemed to be replaced with "when seeking to be issued a seal registration certificate pursuant to the provisions of Article 107, paragraph (1)", and the phrase "present a seal registration card" in that paragraph is deemed to be replaced with "submit the document specified by the Minister of Justice and present a seal registration card".

(7)The means that Ministry of Justice Order prescribes which is referred to in the proviso to Article 13, paragraph (2) of the Act is the means prescribed in Article 101, paragraph (1).

(8)Having requested to be issued a certificate of registered information or a seal registration certificate by the means prescribed in Article 101, paragraph (1), a person must pay the fees using the payment details obtained from the registrar.

(Measures to Clarify the Name of the Person in Question)

Article 108The measures to clarify a person's name set forth by order of the competent ministry which are prescribed in Article 3, paragraph (4) of the Act on Use of Information and Communications Technology means a measure as provided in the relevant of following items for the category set forth in that item:

(i)an application for a registration under Article 102, paragraph (1) or a request for issuance of a seal registration certificate under paragraph (1) of the preceding Article:a measure as prescribed in Article 102, paragraph (1), taken by the person who is required to provide a signature or take other such action;

(ii)a request for issuance of a certificate of registered information under paragraph (1) of the preceding Article:the measure of entering data regarding the name of the applicant or equivalent person.

Chapter IV Miscellaneous Provisions

(Means of Undertaking a Registration at the Order of the Director of the Legal Affairs Bureau or District Legal Affairs Bureau)

Article 109When undertaking a registration based on an order by the Director of the Legal Affairs Bureau or the District Legal Affairs Bureau, a registrar must also record the name of the Director of the Legal Affairs Bureau or the District Legal Affairs Bureau who issued the order, the date of the order, and an indication that the registration is being undertaken based on the order.

(Including Information in a Written Application for a Registration Due to a Merger, Company Split, or Share Transfer)

Article 110Having filed a notification under Article 15, paragraph (2) of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947) or under Article 15-2, paragraph (2) or (3) or Article 15-3, paragraph (2) of that Act with regard to a merger, company split, or share transfer, an applicant or equivalent person must include the date of that notification in the written application to register a change or the incorporation of an entity due to a merger; in the written application to register a change due to an absorption-type company split at the company succeeding in the absorption-type split or to register the incorporation of an entity due to an incorporation-type company split; or in the written application to register the incorporation of an entity due to a share transfer; and, if a period has been shortened as under the proviso to Article 10, paragraph (8) of that Act as applied mutatis mutandis pursuant to Article 15, paragraph (3); Article 15-2, paragraph (4); or Article 15-3, paragraph (3) of that Act, the applicant or equivalent person must also specify the shortened period in the written application.

(Accompanying Documents for a Registration Applied for through a Trustee or Equivalent Person)

Article 111The provisions of Article 9-4, paragraph (2) apply mutatis mutandis if a person nominated to act as the trustee or equivalent person files an application for a registration.

(Registrations Concerning a Civil Rehabilitation)

Article 112(1)Any registration as follows must be made in the member section or the officer section:

(i)a registration concerning an agency action under Article 54, paragraph (1) of the Civil Rehabilitation Act;

(ii)a registration concerning an agency action under Article 64, paragraph (1) of the Civil Rehabilitation Act;

(iii)a registration concerning an agency action under the first sentence of Article 79, paragraph (1) of the Civil Rehabilitation Act (including as applied mutatis mutandis pursuant to paragraph (3) of that Article).

(2)In a case as set forth in one of the following items, the registrar must record a code canceling the registration provided for in that item:

(i)after having registered the commencement of rehabilitation proceedings:the registration set forth in item (iii) of the preceding paragraph;

(ii)after having registered the revocation of an order commencing rehabilitation proceedings or the disconfirmation of a rehabilitation plan:the registration of the commencement of the rehabilitation proceedings and the registrations set forth in items (i) and (ii) of the preceding paragraph;

(iii)after having registered the completion of rehabilitation proceedings, the discontinuance of rehabilitation proceedings, or the revocation of a rehabilitation plan:the registration of the commencement of the rehabilitation proceedings, the registrations set forth in items (i) and (ii) of the preceding paragraph, and the registration of the confirmation of the rehabilitation plan.

(Registrations Concerning a Corporate Reorganization)

Article 113(1)Any registration as follows must be made in the officer section:

(i)a registration concerning an agency action under Article 30, paragraph (1) or Article 35, paragraph (1) of the Corporate Reorganization Act (including as applied mutatis mutandis pursuant to Article 44, paragraph (2) of that Act);

(ii)a registration concerning a trustee under the Corporate Reorganization Act;

(iii)a registration concerning a provision in a reorganization plan or an order of the court as under the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act.

(2)In a case as set forth in one of the following items, the registrar must record a code canceling the registration provided for in that item:

(i)after having registered the commencement of reorganization proceedings:the registration set forth in item (i) of the preceding paragraph;

(ii)after having registered the revocation of an order commencing reorganization proceedings:the registration of the commencement of the reorganization proceedings and the registration set forth in item (ii) of the preceding paragraph;

(iii)after having registered the rescission or revocation of a provision in a reorganization plan or an order of the court as under the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act:the registration set forth in item (iii) of the preceding paragraph;

(iv)after having registered the completion of reorganization proceedings, the discontinuance of reorganization proceedings, or the disconfirmation of a reorganization plan:the registration of the commencement of the reorganization proceedings, the registrations set forth in items (ii) and (iii) of the preceding paragraph, and the registration of the confirmation of the reorganization plan.

(Registrations Concerning Recognition and Assistance Procedures)

Article 114(1)Any registration as follows must be made in the member section or the officer section:

(i)a registration concerning an agency action under Article 32, paragraph (1) of the Act on Recognition of and Assistance for Foreign Insolvency Proceedings;

(ii)a registration concerning an agency action under Article 51, paragraph (1) of the Act on Recognition of and Assistance for Foreign Insolvency Proceedings (including as applied mutatis mutandis pursuant to paragraph (3) of that Article).

(2)In a case as set forth in one of the following items, the registrar must record a code canceling the registration provided for in that item:

(i)after having registered a revocation or loss of effect as under Article 9, paragraph (3) of the Act on Recognition of and Assistance for Foreign Insolvency Proceedings:the registrations set forth in the items of the preceding paragraph;

(ii)after having registered a revocation or loss of effect as under Article 9, paragraph (5) of the Act on Recognition of and Assistance for Foreign Insolvency Proceedings:the stay order prescribed in paragraph (4) of that Article.

(Registrations Concerning an Insurance Administrator)

Article 115(1)Any registration concerning an agency action as under Article 241, paragraph (1) of the Insurance Business Act must be made in the member section or the officer section.

(2)In a registration as referred to in the preceding paragraph, a registrar must also record the name or trade name, address, and the head office or principal office of the insurance administrator referred to in Article 241, paragraph (1) of the Insurance Business Act.

(Registrations Concerning a Financial Administrator)

Article 116The provisions of the preceding Article apply mutatis mutandis to a registration concerning an agency action under Article 74, paragraph (1) of the Deposit Insurance Act.

(Registrations Concerning a Bankruptcy)

Article 117(1)Any registration as follows must be made in the member section or the officer section:

(i)a registration concerning a bankruptcy trustee;

(ii)a registration concerning an agency action under Article 91, paragraph (1) of the Bankruptcy Act.

(2)In a case as set forth in one of the following items, the registrar must record a code canceling the registration provided for in that item:

(i)after having registered the commencement of bankruptcy proceedings:the registration set forth in item (ii) of the preceding paragraph;

(ii)after having registered the revocation of an order commencing bankruptcy proceedings:the registration of the commencement of the bankruptcy proceedings and the registration set forth in item (i) of the preceding paragraph;

(iii)after having registered the discontinuance of bankruptcy proceedings as under Article 218, paragraph (1) of the Bankruptcy Act:the registration set forth in item (i) of the preceding paragraph.

(3)In the following cases, the registrar must make the registration record inactive:

(i)after having registered the completion of bankruptcy proceedings;

(ii)after having registered the discontinuance of bankruptcy proceedings under Article 216, paragraph (1) or Article 217, paragraph (1) of the Bankruptcy Act.

(Notice of a Case Involving Conduct Subject to a Civil Fine)

Article 118Upon learning in the course of duty that there is a person who should be subject to a civil fine, a registrar must notify the district court with jurisdiction over the case without delay.

Supplementary Provisions

(Effective Date)

(1)This Ministerial Order comes into effect as of April 1, 1964.

(Repeal of Order of the Attorney-General's Office)

(2)Regulation on Commercial Registrations (Order of the Attorney-General's Office No. 112 of 1951; hereinafter referred to as "the former Regulation") is hereby repealed.

(Recompilation of the Pages of Registers)

(3)Registry offices must recompile register pages under the former Regulation (hereinafter each such page is referred to as an "old register page") into register pages under this Ministerial Order (this Ministerial Order is hereinafter referred to as "the new Regulation"; and each such register page is hereinafter referred to as a "new register page").

(4)A registry office is to undertake the recompilation under the preceding paragraph by transferring the currently valid registrations that have been made in old register pages, to new register pages.

(5)Having transferred a registration as under the preceding paragraph, a registrar must indicate that the registration has been transferred pursuant to the Supplementary Provisions of this Ministerial Order and enter the date of the transfer on both the old and new register pages, affix the registrar's seal thereto, and make the old register pages inactive.

(Transitional Measures until Recompilation of Register Pages)

(6)Until register pages are recompiled as under paragraph (3) of the Supplementary Provisions, prior laws continue to govern the old register pages and the procedures for registrations to be made therein; provided, however, that the provisions of the new Regulation (other than Article 35, paragraph (1)) apply to the registration application process.

(7)Notwithstanding the provisions of the preceding paragraph, a registry office may use a page for one of the sections under the new Regulation (including any paper that is identical to one of the pages of the purpose section or the officer section and which has been submitted pursuant to the provisions of Article 80, paragraph (1) or (2) of the new Regulation (including as applied mutatis mutandis pursuant to Article 93 of the new Regulation)) as a part of the old register pages.In this case, if there is a currently valid registration that the new Regulation would require to be made in a page for one of those sections, the registrar must transfer the registration to a page for the relevant section, indicate on that page that the registration has been transferred pursuant to paragraph (7) of the Supplementary Provisions of this Ministerial Order, enter the date of the transfer on that page, affix the registrar's seal thereto, and use red ink to cross out the former registration that has been transferred.

(8)If a page for one of the sections under the new Regulation has been used as a part of the old register pages pursuant to the provisions of the preceding paragraph, the provisions of paragraphs (4) and (6) of the Supplementary Provisions do not apply to a registration that the new Regulation would require to be made in a page for such a section, nor do they apply to the procedure for such a registration.

(Register Pages of Stock Companies at Designated Registry Offices)

(9)A register page that is based on the format shown in Appendix 18 of the former Regulation is deemed to have been recompiled pursuant to the provisions of paragraph (3) of the Supplementary Provisions.

(10)A "number of register pages" section must be created for register pages as referred to in the preceding paragraph, based on to the format shown in Appendix 7 of the new Regulation.

(Seal Registration Papers)

(11)A seal registration paper under the former Regulation which concerns a person who is required to submit a seal impression to the relevant registry office pursuant to the provisions of the Act, which concerns a manager, or which concerns a trustee under the Corporate Reorganization Act is deemed to be a seal registration paper under the new Regulation.

(12)The registrar must draw a red X over the address and name section of a seal registration paper under the former Regulation other than one as referred to in the preceding paragraph.

(Recompilation of the Trade Name Register Page)

(13)The register page for a trade name that has two or more registered business offices as of the time the new Regulation comes into effect must be recompiled for each business office.

(Register Pages for Minors)

(14)A register page for a minor that exists at the time the new Regulation comes into effect must be made inactive once 20 years have passed since the creation of the register page.

(Registering a Company's Manager)

(15)In order to transfer the registration of a company's manager to the company's register pursuant to the provisions of Article 42, paragraph (1) of the Act Prescribing Adjustments to the Related Laws and Regulations to Coordinate with the Enforcement of the Commercial Registration Act (Act No. 126 of 1963), a registrar must transfer the information set forth in Article 51, paragraph (1), items (i), (iv), and (v) of the Act which is contained in the registration for the company's manager to the "other information" section of the company's register pages; provided, however, that if the company's register pages have not been recompiled as under paragraph (3) of the Supplementary Provisions, the registrar must transfer that information to the spare section, or bind the existing register pages concerning the manager into the company's register.

(16)When transferring a registration under the preceding paragraph, a registrar must indicate on both sets of register pages that the registration has been transferred, enter the date of the transfer on both sets of pages, affix the registrar's seal thereto, and make the register pages for the manager inactive.

(17)An existing register page for a manager which has been bound into a company's register pursuant to the provisions of the proviso to paragraph (15) of the Supplementary Provisions is deemed to be a page of the spare section.In this case, a registrar must use red ink to cross out information other than that which is set forth in Article 51, paragraph (1), items (i), (iv), and (v) of the Act, and if there is any blank space on that page or on an existing page of the spare section, the registrar must draw a red X over it.

(18)Notwithstanding the provisions of the main clause of paragraph (6) of the Supplementary Provisions, the provisions of Article 66 of the new Regulation apply to the registration of a company's manager after it is transferred or bound as under the proviso to paragraph (15) of the Supplementary Provisions.

(19)If the registration of a manager cannot be transferred or bound as under paragraph (15) of the Supplementary Provisions, the registrar must make that manager's register pages inactive.

(20)Prior provisions apply when the Procedures for Handling Commercial Registrations (Ministerial Order No. 58 of 1939) apply mutatis mutandis in another order.

Supplementary Provisions[Ministry of Justice Order No. 15 of March 31, 1966]

This Ministerial Order comes into effect as of April 1, 1966.

Supplementary Provisions[Ministry of Justice Order No. 13 of March 14, 1967]

(1)This Ministerial Order comes into effect as of April 1, 1967.

(2)After this Ministerial Order comes into effect, the section for the total number of issued shares, distinction between par value/no par value, and classes and numbers of shares which forms a part of a stock company's register pages from prior to the amendment effected by this Ministerial Order as of the time this Ministerial Order comes into effect is deemed to be the section for the total number of issued shares and the classes and numbers of shares.

(3)A registrar, sua sponte, must use red ink to cross out any registration of the distinction between par value/no par value of issued shares which has been made as of the time this Ministerial Order comes into effect.

(4)A paper that is identical to any of a stock company's register pages that are based on a format from prior to the amendment effected by this Ministerial Order, and which exists as of the time this Ministerial Order comes into effect, as well as any page based on the format shown in Appendix 12 that exists as of that time, may continue to be used after this Ministerial Order comes into effect, until otherwise provided for by law.In this case, the provisions of paragraph (2) apply mutatis mutandis.

Supplementary Provisions[Ministry of Justice Order No. 40 of July 29, 1967]

This Ministerial Order comes into effect as of August 1, 1967.

Supplementary Provisions[Ministry of Justice Order No. 43 of September 1, 1967]

This Ministerial Order comes into effect as of September 20, 1967.

Supplementary Provisions[Ministry of Justice Order No. 81 of December 27, 1972]

(Effective Date)

(1)This Ministerial Order comes into effect as of March 1, 1973.

(Transitional Provisions)

(2)Notwithstanding the provisions of Article 9, paragraphs (2) through (4), Article 82, paragraph (2), or Article 93, paragraph (1) of the Regulation on Commercial Registrations as amended by this Ministerial Order, prior laws continue to govern a seal impression submitted or an application for registration filed before this Ministerial Order comes into effect.

Supplementary Provisions[Ministry of Justice Order No. 80 of December 17, 1973][Extract]

(1)This Ministerial Order comes into effect as of January 1, 1974.

Supplementary Provisions[Ministry of Justice Order No. 25 of April 2, 1974]

This Ministerial Order comes into effect as of the date of its promulgation.

Supplementary Provisions[Ministry of Justice Order No. 35 of April 20, 1977]

(Effective Date)

(1)This Ministerial Order comes into effect as of May 1, 1977.

(Transitional Measures for Register Pages)

(2)A register page that exists as of the time this Ministerial Order comes into effect is deemed to be a register page under the amended Regulation on Commercial Registrations or Regulation on Corporation Registrations. This being the case, any spare section page that is among the register pages prepared based on the Appendix 7 format from prior to the amendment effected by this Ministerial Order, on which a registration concerning convertible bonds and any other registration has been made is deemed to be a spare section page or a convertible bonds section page that is among the register pages prepared based on the Appendix 7 format from after the amendment effected by this Ministerial Order; any spare section page that is among the register pages prepared based on the Appendix 7 format from prior to the amendment effected by this Ministerial Order, on which only registrations concerning convertible bonds have been made is deemed to be a convertible bonds section page that is among the register pages prepared based on the Appendix 7 format from after the amendment effected by this Ministerial Order; and any trade name/purpose section page that is among the register pages prepared based on the Appendix 8 format from prior to the amendment effected by this Ministerial Order is deemed to be a trade name/capital section page and a purpose section page that is among the register pages prepared based on the Appendix 8 format from after the amendment effected by this Ministerial Order.

(Transitional Measures for Registrations Concerning Convertible Bonds and Other Registrations)

(3)If a registration concerning convertible bonds or any other registration has already been made on an existing page of the spare section and the registrar is registering the information that, after this Ministerial Order comes into effect, must be registered in the convertible bonds section or the "other information" section, the registrar must transfer the currently valid registration concerning the convertible bonds to a new convertible bonds section page, and must transfer any other currently valid registration to a new spare section page. In such a case, the registrar must indicate on the new page that this has been transferred pursuant to the provisions of paragraph (3) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations and the Regulation on Corporation Registrations (Ministry of Justice Order No. 35 of 1977), enter the date of the transfer on the new page, affix the registrar's seal thereto, and use red ink to cross out the former registration that has been transferred.

(Transitional Measures for Registrations Concerning the Purpose of Limited Liability Companies)

(4)After this Ministerial Order comes into effect, any information being registered in the purpose section with regard to a limited liability company must be registered on a new purpose section page.In this case, if there is any blank space on an existing page of the purpose section, the registrar must draw a red X over it.

(Transitional Measures for Seal Impressions and Seal Registration Papers)

(5)Seal impressions and seal registration papers that exists as of the time this Ministerial Order comes into effect are deemed to be seal impressions and seal registration papers submitted pursuant to the provisions of the amended Regulation on Commercial Registrations.

(Interim Measures for Papers That Are Identical to Register Pages)

(6)A paper that is identical to a register page under the pre-amendment provisions of the Regulation on Commercial Registrations or Regulation on Corporation Registrations, and which exists as of the time this Ministerial Order comes into effect (other than a paper that is identical to any of the trade name/purpose section pages of a limited liability company) may be used for one year after this Ministerial Order comes into effect. In such a case, the provisions of the first sentence of paragraph (2) of the Supplementary Provisions apply mutatis mutandis.

Supplementary Provisions[Ministry of Justice Order No. 7 of February 1, 1980]

(1) This Ministerial Order comes into effect as of February 15, 1980.

Supplementary Provisions[Ministry of Justice Order No. 48 of September 16, 1981]

This Ministerial Order comes into effect as of October 1, 1981.

Supplementary Provisions[Ministry of Justice Order No. 36 of July 16, 1982]

(Effective Date)

(1)This Ministerial Order comes into effect as of October 1, 1982.

(Transitional Measures on Registering Changes to Shareholders Meeting Resolutions)

(2)If a resolution at a shareholders meeting, organizational meeting, or general meeting of members has been made before this Ministerial Order comes into effect, prior laws continue to govern the registration of a change or the lack of any such resolution.

Supplementary Provisions[Ministry of Justice Order No. 33 of June 24, 1985]

(1)This Ministerial Order comes into effect as of July 1, 1985.

(2)When using revenue stamps to pay fees pursuant to the provisions of Article 8 of the Supplementary Provisions of the Registration Special Accounting Act (Act No. 54 of 1985), a person must pay those fees by affixing revenue stamps to a written application or written request.

Supplementary Provisions[Ministry of Justice Order No. 7 of February 13, 1986]

(Effective Date)

(1)This Ministerial Order comes into effect as of March 1, 1986.

(Transitional Measures for the Register Pages of Limited Liability Companies)

(2)A spare section page that is among the register pages of a limited liability company for which a registration concerning a branch office has been made as of the time this Ministerial Order comes into effect is deemed to be a spare section page and branch office section page that are among the register pages prepared based on the Appendix 8 format from after the amendment effected by this Ministerial Order.

(Transferring a Registration Concerning the Branch Office of a Limited Liability Company)

(3)In a case as referred to in the preceding paragraph, when registering information that, after this Ministerial Order comes into effect, must be registered in the "other information" section or the branch office section, a registrar must transfer the currently valid registration concerning the branch office to a new branch office section page. In such a case, the registrar must indicate on the new page that this has been transferred pursuant to the provisions of paragraph (3) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations and the Regulation on Corporation Registrations (Ministry of Justice Order No. 7 of 1986), enter the date of the transfer on the new page, affix the registrar's seal thereto, and use red ink to cross out the former registration that has been transferred.

(Transitional Measures Regarding the Format of the Convertible Bonds Section)

(4)Notwithstanding the provisions of Article 4, paragraph (2), Article 44, paragraph (1), and Article 26-2 of the Regulation on Commercial Registrations as amended by this Ministerial Order, prior laws continue to govern the convertible bonds section pages of a stock company for which a registration concerning convertible bonds has been made as of the time this Ministerial Order comes into effect, until such time as a registration concerning convertible bonds is made for that stock company after this Ministerial Order comes into effect.

(Transferring Registrations Concerning Convertible Bonds)

(5)If registrations concerning convertible bonds of different classes (or concerning different issues of convertible bonds, if the total bond amount is the result of multiple issuances) have been made in the register pages of a stock company, before making a registration concerning convertible bonds for that stock company after this Ministerial Order comes into effect, a registrar must transfer the currently valid registrations concerning those convertible bonds to a new page, by class (or by issue, if the total bond amount is the result of multiple issuances); provided, however, that on finding it to be appropriate to do so, the registrar may choose not to transfer a registration concerning a certain class of convertible bonds (or concerning a certain issue of convertible bonds, if the total bond amount is the result of multiple issuances).

(6)Having transferred all of the currently valid registrations pursuant to the provisions of the preceding paragraph, a registrar must indicate on both the existing page and the new page that these have been transferred pursuant to the provisions of paragraph (5) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations and the Regulation on Corporation Registrations (Ministry of Justice Order No. 7 of 1986), enter the date of the transfer on both pages, affix the registrar's seal thereto, and make the existing page inactive; having transferred part of the currently valid registrations, a registrar must indicate on the new page that these have been transferred pursuant to the provisions of paragraph (5) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations and the Regulation on Corporation Registrations (Ministry of Justice Order No. 7 of 1986), enter the date of the transfer on the new page, affix the registrar's seal thereto, and use red ink to cross out the former registrations that have been transferred.

(Mutatis Mutandis Application of Provisions to Bonds with Warrants)

(7)The provisions of paragraph (4) apply mutatis mutandis to a bond with warrants section page, and the provisions of paragraph (5) and the preceding paragraph apply mutatis mutandis to the transfer of a registration concerning bonds with warrants.

Supplementary Provisions[Ministry of Justice Order No. 15 of April 28, 1989]

(Effective Date)

(1)This Ministerial Order comes into effect as of May 1, 1989.

(Recompilation of Commercial Registers)

(2)Designated registry offices must recompile registers associated with functions that they are required to use electronic data processing systems to handle pursuant to the provisions of Article 101 of the Regulation on Commercial Registrations as amended by Article 1 into registers as referred to in Article 113-2, paragraph (1) of the Commercial Registration Act; provided, however, that this does not apply to anything not suited to be handled using an electronic data processing system.

(3)A designated registry office is to undertake the recompilation of a register under the preceding paragraph by transferring the currently valid registrations that have been made in the register pages into a registration record; the date of the assumption of office is also to be transferred for the registration of a director, representative director, or company auditor (other than a date entered in an inactive register page); and registered information from before the most recent changes that resulted in the currently valid registrations for the trade name and head office (other than any registered information entered in an inactive register page) is also to be transferred.

(4)Having transferred a registration as under the preceding paragraph, a registrar must indicate in the registration record that a transfer has been made pursuant to the provisions of paragraph (3) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations, etc. (Ministry of Justice Order No. 15 of 1989), and record the date of the transfer and also the identification number of the registrar in the registration record.

(5)Having transferred a registration as under paragraph (3), a registrar must indicate on the register page that a transfer has been made pursuant to the provisions of paragraph (3) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations, etc. (Ministry of Justice Order No. 15 of 1989), enter the date of the transfer on that page, affix the registrar's seal thereto, and make the register page inactive.

(Recording Seal Impressions)

(6)If, pursuant to the provisions of Article 101 of the Regulation on Commercial Registrations as amended by Article 1, a designated registry office is required to use electronic data processing systems to handle administrative functions associated with seal impressions, it must record submitted seal impressions and information specified in seal registration papers onto magnetic disks (or onto an object that any equivalent means can be used to securely record a fixed set of information onto); provided, however, that this does not apply to anything not suited to be handled using an electronic data processing system.

(7)In a case as prescribed in the main clause of the preceding paragraph, if a submitted seal impression is not suitable to be recorded, a registrar may ask a person to resubmit the seal impression or to take any other appropriate measures.

(8)A seal registration paper as referred to in paragraph (6) must be preserved for five years from the day the information was recorded as under that paragraph.

(Recompilation of the Registers of Corporations and Foreign Corporations)

(9)The provisions of paragraph (2) through the preceding paragraph apply mutatis mutandis when functions associated with corporations and foreign corporations are handled using electronic data processing systems at a designated registry office.

Supplementary Provisions[Ministry of Justice Order No. 11 of March 22, 1990]

(Effective Date)

This Ministerial Order comes into effect as of April 1, 1990.

Supplementary Provisions[Ministry of Justice Order No. 38 of November 1, 1990]

This Ministerial Order comes into effect as of January 1, 1991.

Supplementary Provisions[Ministry of Justice Order No. 43 of December 25, 1990]

This Ministerial Order comes into effect as of April 1, 1991.

Supplementary Provisions[Ministry of Justice Order No. 3 of January 24, 1994]

This Ministerial Order comes into effect as of April 1, 1994.

Supplementary Provisions[Ministry of Justice Order No. 16 of March 15, 1996]

This Ministerial Order comes into effect as of April 1, 1996.

Supplementary Provisions[Ministry of Justice Order No. 69 of November 18, 1996]

This Ministerial Order comes into effect as of December 1, 1996.

Supplementary Provisions[Ministry of Justice Order No. 52 of September 5, 1997]

This Ministerial Order comes into effect as of October 1, 1997.

Supplementary Provisions[Ministry of Justice Order No. 55 of September 19, 1997]

This Ministerial Order comes into effect as of October 1, 1997.

Supplementary Provisions[Ministry of Justice Order No. 29 of April 10, 1998]

(Effective Date)

Article 1This Ministerial Order comes into effect as of May 6, 1998.

(Designation of Day on Which This Order Begins to Apply)

Article 2(1)Except for Article 118-2 and Article 119, paragraph (4) of the Regulation on Commercial Registrations as amended by this Ministerial Order (hereinafter referred to as the "new Regulation"), the provisions of the new Regulation apply beginning on the day that the Minister of Justice designates for each registry office (hereinafter referred to as the "day this Order begins to apply").

(2)The Minister of Justice may specify the part of the administrative functions associated with seal impressions conducted by a registry office when making the designation referred to in the preceding paragraph.

(3)The Minister of Justice makes a designation as referred to in paragraph (1) by issuing public notice of the registry office and the day this Order begins to apply. When making a designation under the preceding paragraph in this case, the Minister of Justice must also issue public notice of the scope of the specified functions.

(Transitional Measures for Recording Information in Seal Files)

Article 3(1)Any person who has submitted a seal impression and a seal registration paper which exist as of the time of the designation referred to in paragraph (1) of the preceding Article (hereinafter referred to as the "designation referred to in Article 2 of the Supplementary Provisions") may request to be issued a seal registration card under Article 9-4, paragraph (1) of the new Regulation, unless the registry office to which the submission was made is a designated registry office as prescribed in Article 113-2 of the Act (hereinafter referred to as a "registry office designated to use electronic data processing systems in its administrative functions"); provided, however, that this does not apply if the seal impression is not suited to being recorded into a seal file.

(2)If a request for issuance of a seal registration card has been filed pursuant to the provisions of the preceding paragraph, the seal impression and the information specified in the seal registration paper are deemed to be a seal impression and the information filed with the seal that have been submitted pursuant to the provisions of Article 9, paragraph (1) of the new Regulation, and a registrar must record the seal impression and the information specified in the seal registration paper into a seal file.

(3)The provisions of the preceding paragraph apply mutatis mutandis if an application to register a change or to correct a registration is filed for registered information that has been specified in a seal registration paper as referred to in paragraph (1); provided, however, that this does not apply if the seal impression associated with the seal registration paper is not suited to being recorded into a seal file.

(4)Beyond as provided in the preceding two paragraphs, a registry office may deem a seal impression and information specified in a seal registration paper that actually exist as of the time of the designation referred to in Article 2 of the Supplementary Provisions to be a seal impression and information filed with the seal that have been submitted pursuant to the provisions of Article 9, paragraph (1) of the new Regulation, and record the seal impression and the information specified in the seal registration paper into a seal file.

(5)A seal registration paper as referred to in one of the preceding three paragraphs must be preserved for two years from the day the information was recorded under that paragraph.

(6)On finding it to be necessary to do so in order to take a measure as referred to in paragraph (4), a registrar may ask a person to change seals or to take any other appropriate measures.

Article 4Once a designation as referred to in Article 2 of the Supplementary Provisions is made for a registry office designated to use electronic data processing systems in its administrative functions, any record associated with a seal impression that exists as of the time of the designation referred to in Article 2 of the Supplementary Provisions is deemed to be a record associated with a seal impression that has been submitted pursuant to the provisions of Article 9, paragraph (1) of the new Regulation.

Supplementary Provisions[Ministry of Justice Order No. 7 of February 13, 1986]

(Effective Date)

(1)This Ministerial Order comes into effect as of March 1, 1986.

(Transitional Measures for the Register Pages of Limited Liability Companies)

(2)A spare section page that is among the register pages of a limited liability company for which a registration concerning a branch office has been made as of the time this Ministerial Order comes into effect is deemed to be a spare section page and a branch office section page that are among the register pages prepared based on the Appendix 8 format from after the amendment effected by this Ministerial Order.

(Transfer of Registrations Concerning the Branch Offices of a Limited Liability Company)

(3)In a case as referred to in the preceding paragraph, when registering the information that, after this Ministerial Order comes into effect, must be registered in the "other information" section or the branch office section, a registrar must transfer the currently valid registrations concerning the branch office to a new branch office section page. In such a case, the registrar must indicate on the new page that these have been transferred pursuant to the provisions of paragraph (3) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations and the Regulation on Corporation Registrations (Ministry of Justice Order No. 7 of 1986), enter the date of the transfer on the new page, affix the registrar's seal thereto, and use red ink to cross out the former registration that has been transferred.

(Transitional Measures for Convertible Bonds Section Pages)

(Transfer of Registrations Concerning Convertible Bonds)

(5)If registrations concerning convertible bonds of different classes (or concerning different issues of convertible bonds, if the total bond amount is the result of multiple issuances) have been made in the register pages of a stock company, before making a registration concerning convertible bonds for that stock company after this Ministerial Order comes into effect, a registrar must transfer the currently valid registration concerning those convertible bonds to a new page, by class (or by issue, if the total bond amount is the result of multiple issuances); provided, however, that on finding it to be appropriate to do so, the registrar may choose not to transfer a registration concerning a certain class of convertible bonds (or concerning a certain issue of convertible bonds, if the total bond amount is the result of multiple issuances).

(6)Having transferred all of the currently valid registrations pursuant to the provisions of the preceding paragraph, a registrar must indicate on both the existing page and the new page that these have been transferred pursuant to the provisions of paragraph (5) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations and the Regulation on Corporation Registrations (Ministry of Justice Order No. 7 of 1986), enter the date of the transfer in the existing page and the new page, affix the registrar's seal thereto, and make the existing page inactive; having transferred a part of the currently valid registrations, the registrar must indicate on the new page that these have been transferred pursuant to the provisions of paragraph (5) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations and the Regulation on Corporation Registrations (Ministry of Justice Order No. 7 of 1986), enter the date of the transfer on the new page, affix the registrar's seal thereto, and use red ink to cross out the former registrations that have been transferred.

(Mutatis Mutandis Application of Provisions to Bonds with Warrants)

(7)The provisions of paragraph (4) apply mutatis mutandis to bonds with warrants section pages, and the provisions of paragraph (5) and the preceding paragraph apply mutatis mutandis to the transferring of registrations concerning bonds with warrants.

Supplementary Provisions[Ministry of Justice Order No. 15 of April 28, 1989]

(Effective Date)

(1)This Ministerial Order comes into effect as of May 1, 1989.

(Recompilation of Commercial Registers)

(3)A designated registry office is to undertake the recompilation of a register under the preceding paragraph by transferring the currently valid registrations that have been made in the register pages into a registration record; the date of the assumption of office is also to be transferred for the registration of a director, representative director, or company auditor (other than a date entered in an inactive register page); and registered information from before the most recent changes that resulted in the currently valid registrations for the trade name and the head office (other than any registered information entered in an inactive register page) is also to be transferred.

(4)Having transferred a registration under the preceding paragraph, a registrar must indicate in the registration record that a transfer has been made pursuant to the provisions of paragraph (3) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations, etc. (Ministry of Justice Order No. 15 of 1989), and record the date of the transfer and also the identification number of the registrar in the registration record.

(5)Having transferred a registration under paragraph (3), a registrar must indicate on the register page that a transfer has been made pursuant to the provisions of paragraph (3) of the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations, etc. (Ministry of Justice Order No. 15 of 1989), enter the date of the transfer on that page, affix the registrar's seal thereto, and make the register page inactive.