Detailed Guide on Identity Verification for Foreign Directors or Officers

When appointed as directors, auditors, executive officers, or other officers, it is necessary to register the change of officers. The same applies when a foreign national (foreign nationality) is appointed as an officer. The registration procedure should be carried out in a timely manner.

The key points of this article are as follows.

In this article, we have summarized what foreign nationals should know when appointed as directors, auditors, executive officers, or other officers. We will introduce the documents required for registration procedures and the residence status needed to become an officer.

By knowing the contents of the procedures and the necessary documents in advance, smooth registration is possible. Please take a look.

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1.The process for foreign nationals to become company officers

Nationality is not a factor in the nomination and appointment of directors and officers. If resolved at the shareholders’ meeting, foreign nationals can also be appointed as directors and officers.

1-1. Foreign nationals, whether residents of Japan or living abroad, can become officers of a Japanese company.

Regardless of nationality, if resolved at the shareholders’ meeting, one can be appointed as a director or officer. Additionally, residence is not a factor, so foreign nationals residing in Japan as well as those living abroad can become company officers in Japan.

1-2. To appoint a foreign national residing in Japan as an officer, a valid residence status is required.

Foreign nationals residing abroad can become company officers in Japan regardless of their nationality or country of residence.

On the other hand, foreign nationals residing in Japan must have one of the following residence statuses:

• Permanent Resident,” “Spouse” of a Japanese national or permanent resident, or other statuses without activity restrictions
• “Business Manager”
• “Engineer/Specialist in Humanities/International Services”

Additionally, the “Business Manager” status allows a foreign national to become a representative director (CEO). However, the “Engineer/Specialist in Humanities/International Services” status may only allow one to be an officer other than the representative director. Care must be taken, especially for smaller companies, as the activities of officers may be deemed not to fall under “Business Manager” in such cases.

2.Registration is required when appointed as a director or officer

When appointed as a director, auditor, executive officer, or other officer, a registration of change of officers is necessary. Prepare the required documents and complete the procedure at the relevant Legal Affairs Bureau within the specified deadline.

2-1. Documents Required for Registration

When a foreign national becomes a director, the following documents are required for the registration of change of officers.

A Kabushiki-Kaisha (KK) with a Board of Directors	A Kabushiki-Kaisha (KK) without a Board of Directors
Minutes of the Shareholders’ Meeting List of Shareholders Acceptance of Appointment Identity Verification Documents	Minutes of the Shareholders’ Meeting List of Shareholders Acceptance of Appointment dentity Verification Documents Seal Certificate or Signature Certificate

When appointed as a representative director, a seal certificate or a signature certificate is required, even for a corporation with a board of directors.

2-2. Deadline for Registration

The registration of change of officers must be completed within two weeks from the date of appointment at the head office location. Failure to meet this deadline may result in a fine of up to 1 million yen.

On the other hand, for the registration of changes for foreign companies, the deadline is within three weeks. Similar to the registration of change of officers for Japanese companies, failure to meet this deadline may also result in a fine of up to 1 million yen.

A foreign company refers to an entity established under foreign laws, not a Kabushiki-Kaisha established in Japan. When a foreign company intends to conduct continuous business in Japan, it must appoint a representative in Japan and complete the registration.

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References:Legal Affairs Bureau “Application Forms for Commercial and Corporate Registration”

References:Legal Affairs Bureau “Have you forgotten to register your foreign company?”

2-3. Registration Fees (Registration License Tax Amount)

The registration of change of officers (representative directors, directors, and officers) is carried out at the Legal Affairs Bureau of the head office location. The fee for this registration is 30,000 yen per application. However, for companies with a capital of 100 million yen or less, the fee is 10,000 yen per application.

References:National Tax Agency “No. 7191 Table of Registration and License Tax Amounts”

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3.Identity Verification Documents that Foreign Nationals Can Submit at the Time of Registration

When changing corporate officers, such as directors, auditors, and executive officers, regardless of whether they are foreigners or Japanese, it is necessary to provide identification documents containing the names and addresses of the officers. However, this requirement is not applicable for reappointments.

You must prepare identification documents containing the same names and addresses as those stated in the minutes of the general shareholders’ meeting or the officer’s acceptance of appointment letter. This requirement applies not only to corporations but also to general incorporated associations, general incorporated foundations, investment corporations, and special purpose companies.

Let me explain the documents that can be submitted as identification documents.

3-1.Foreigners residing in Japan

Foreigners residing in Japan may be able to obtain a resident certificate. It is advisable to obtain a resident certificate at the municipal office of your place of residence. In addition to the resident certificate, copies of identification documents such as residence cards, driver’s licenses, and My Number cards can also be used. However, when submitting a certificate of seal impression for the application form, as the certificate of seal impression serves as an identification document, there is no need to prepare a separate identification document.

When submitting a copy of an identification document, both the front and back sides should be copied, and the individual must write “This is a true copy” and sign it. Regarding the My Number card, only the side with the address, name, and date of birth should be copied, and the individual must write “This is a true copy” and sign it.

3-2.For foreigners residing overseas

For foreigners residing overseas who cannot provide identification documents from within Japan, the following three types of documents should be prepared:

• A certificate, such as an affidavit, containing the officer’s name and address, issued by authorities or notaries in the home country or country of residence (other than Japan).
• A certificate, such as an affidavit, containing the officer’s name and address, issued by consular officers at Japanese embassies or consulates.
• Copies of identification documents, such as those issued by authorities in the home country or country of residence (other than Japan), containing the name and address of the director or officer.
  ※ Regarding passports, they can be used if they contain both the name and address. However, passports without an address cannot be used.

Furthermore, documents written in a foreign language require translation into Japanese.

4.Other documents to be submitted by foreigners at the time of registration include:

When assuming the position of a director in a corporation without a board of directors or when assuming the position of a representative director, the following documents are required:

• Certificate of Seal Impression
• If a certificate of seal impression is not available, a signature certificate along with its Japanese translation

4-1.Certificate of Seal Impression

Foreigners residing in Japan can register their official seals (inkan). If the director resides in a municipality where the seal is registered, a certificate of seal impression can be issued. Please obtain the certificate of seal impression and submit it to the Legal Affairs Bureau.

4-2.Signature Certificate + Japanese Translation

In cases where it is difficult to obtain a certificate of seal impression, such as for overseas residents, a signature certificate can be used as an alternative. A signature certificate is issued by the competent authorities in the director’s or officer’s home country.

For example, if the individual is a U.S. citizen, they would need to obtain the signature certificate from the U.S. Embassy, U.S. Consulate, or a notary public in the United States. Please submit the document along with its Japanese translation.

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5.Summary

This article explained what foreigners need to know when assuming the position of a director or officer in a corporation. To summarize the content:

✓　Regardless of their place of residence, foreign nationals (foreign nationality) can also be appointed as officers of a Japanese company. ✓　When appointed as directors, auditors, executive officers, or other officers, the registration procedure is usually required within two weeks. ✓　As identity verification documents, a residence certificate (juminhyo) with the address and name, driver’s license, or My Number card is submitted. If these are not available, documents such as an affidavit from the individual’s home country can be used as a substitute. ✓If a seal certificate is not available, a signature certificate and its Japanese translation can be used as a substitute.

Regardless of whether foreigners reside in Japan, registration is necessary when assuming roles as directors, auditors, executive officers, or other corporate officers. Even if not residing in Japan, registration procedures must be completed at the appropriate time.

Registration requires documents such as resident certificates and certificate of seal impression, but if these are not obtainable, alternative documents can be used for the procedures. When procedures are challenging or when not residing in Japan, it is advisable to choose reliable individuals or agents to act on your behalf and handle the procedures.