What is a signature certificate for foreigners opening a business in Japan? How to obtain and submit

When foreigners establish a company or start a new business in Japan, many procedures are required.

One important point is the “signature certificate.”

This article explains in detail the necessity, acquisition method, and submission destination of the signature certificate needed when foreigners establish a company in Japan.

Key points of this article are as follows:

✓ When doing business in Japan, foreigners also need a registered seal (jitsuin) and a seal registration certificate. ✓ Foreigners residing in Japan with a residence card or special permanent resident certificate can register a jitsuin (registered seal) in Japan. ✓ Foreigners living abroad need a signature certificate or an affidavit with a notarized signature instead of a registered seal (jitsuin) and seal registration certificate. ✓ A signature certificate and a registered seal (jitsuin) have different uses and procedures, both of which are important for establishing a company. ✓ In the basic procedures for establishing a company, a signature certificate is required at the time of articles of incorporation notarization, company registration, and registration of changes for directors and representative directors. ✓ The issuing authority for a signature certificate varies depending on whether you are in Japan, your home country, or a third country. ✓ A Japanese translation is required for signature certificates issued in foreign languages.

By explaining these points in detail, we aim to help foreigners smoothly conduct business in Japan.

1. Basics of Doing Business in Japan: Registered Seal (Jitsuin) and Seal Registration Certificate

To conduct business in Japan, a registered seal (jitsuin) and a seal registration certificate are essential. These are required at various stages, from the initial phases of company establishment to the creation of contracts and official procedures.

• Registered Seal (Jitsuin)
  This is a personal seal used to indicate legal intent. When establishing a company, the founders and directors must stamp documents such as the articles of incorporation and registration documents with their jitsuin.
• Seal Registration Certificate
  This official document certifies the authenticity of the registered seal (jitsuin). It can be obtained by registering the jitsuin at the local municipal office.

1-1. Cases Where Foreigners Can Register a Jitsuin in Japan

When a foreigner starts a business in Japan, registering a jitsuin requires meeting certain conditions. Foreigners can register a jitsuin in Japan in the following cases:

• Possession of a residence card or special permanent resident certificate
• Registration in the resident registry
• Being 15 years of age or older

Note: Registration of a jitsuin is not possible if the foreigner is in Japan on a short-term stay visa (e.g., tourist visa, family visit visa, short-term business visa) or is in an illegal stay status.

1-2. Submission of Registered Seal and Seal Registration Certificate When Establishing a Company

Once the decision to establish a company is made, the founders and directors must stamp the articles of incorporation and registration documents with their personal registered seal (jitsuin) and submit the seal registration certificate. Therefore, if a foreigner meets the requirements to register a jitsuin, it is important to register their seal at the local municipal office and obtain the seal registration certificate.

2. Signature Certificate for Foreigners Residing Abroad or on Short-Term Stay

When foreigners residing abroad or on a short-term stay in Japan start a business, they often need a signature certificate (also known as a signature certificate, affidavit with notarized signature, or collectively as “signature certificate”) instead of a registered seal and seal registration certificate.

A signature certificate is a document issued by the authorities of the foreigner’s home country (including consuls of the home country and authorized officials in Japan) that certifies the signature is indeed that of the person in question.

Particularly, when entering Japan on a short-term stay visa or when the individual does not have an address in Japan, a signature certificate is required.

A signature certificate is necessary when founders and directors sign the articles of incorporation and registration documents, proving that the signature is genuinely theirs. This facilitates smooth legal procedures in Japan.

2-1. Differences Between a Signature Certificate and a Registered Seal (Jitsuin)

Both a registered seal (jitsuin) and a signature certificate are means by which an individual indicates their legal intent, but they have several important differences:

• Form
  Registered Seal (Jitsuin): Involves registering a physical seal and certifying its impression.
  Signature Certificate: Certifies the individual’s signature itself.
• Registration
  Registered Seal (Jitsuin): Requires registration at the local municipal office.
  Signature Certificate: Usually authenticated by foreign authorities, such as consular officers in Japan or notaries in the home country.
• Eligible Users
  Registered Seal (Jitsuin): Used by individuals who have an address in Japan.
  Signature Certificate: Can be used by individuals residing abroad or on a short-term stay in Japan.
• Usage
  Registered Seal (Jitsuin): Widely used in various public and private procedures in Japan by Japanese residents.
  Signature Certificate: Mainly required for foreigners’ procedures within Japan.

2-2. Information Required on a Signature Certificate

A signature certificate must include the following information. If any required information is missing, it may not be usable for procedures such as company registration. Therefore, it is crucial to check the contents of the issued document.

• Name
• Address
• Date of Birth
• A statement verifying that the signature (sign) on the certificate is indeed that of the person concerned

If any of the above items are missing, it will be necessary to reissue the signature certificate.

2-3. Issuing Authorities for a Signature Certificate

A signature certificate must be authenticated by foreign authorities. The recognized certification authorities for company registration are as follows:

• Administrative Agencies in the Foreign National’s Home Country
• Notaries in the Foreign National’s Home Country
• Consuls at the Embassy of the Foreign National’s Home Country in Japan or the Country of Residence

As stated above, a signature certificate must be authenticated by authorities in the foreign national’s home country.

If there are unavoidable circumstances due to legal reasons in the foreign national’s home country, a signature certificate issued by authorities other than those in the home country can also be accepted.

While the principle is to have the certificate authenticated by the home country’s authorities, if there are unavoidable circumstances preventing the acquisition of a signature certificate, it is permissible to apply for company registration with a signature certificate authenticated by the following entities:

• Notaries in Japan
• Notaries in the country of residence
• Authorities in the country of residence

In such cases, a separate statement signed and sealed (with the company seal) by the company representative, explaining the unavoidable circumstances, must be prepared.

Specific Examples of Unavoidable Circumstances Due to Legal Reasons in the Foreign National’s Home Country

Specific examples of unavoidable circumstances due to legal reasons in the foreign national’s home country are recognized in notices as follows:

• When there is no signature certificate system in the foreign national’s home country, making it impossible to obtain a signature certificate from the home country’s authorities (including consuls and authorized officials in Japan).
• When it is possible to obtain a signature certificate in the foreign national’s home country, but it is not possible to obtain the certificate from the home country’s authorities located in a country other than the home country where the foreign national resides.
• When there are no home country authorities in the country other than the home country where the foreign national resides (including cases where the home country authorities in a third country have jurisdiction).
• When the signature certificate is not issued by the consuls or authorized officials in Japan from the foreign national’s home country, making it impossible to obtain the certificate.

It is necessary to confirm with a judicial scrivener handling company registration whether the specific example applies.

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3. Procedure Flow for Company Establishment by Foreigners and Timing for Signature Certificate

The basic procedures for a foreigner to establish a company in Japan are as follows:

3-1. Flow of Company Establishment Procedures

When a foreigner establishes a company in Japan, several basic steps are required.

First, it is important to decide on the specific details of the company establishment. Clearly defining the business content, matching, capital, and selection of directors at this stage will facilitate the subsequent procedures.

Creation of Articles of Incorporation

Next, create the “Articles of Incorporation,” which summarize the company’s basic rules and regulations. This document needs to be notarized at a notary office during the company establishment process. The Articles of Incorporation include the company’s name, purpose, headquarters location, capital amount, etc.

Selection of Founders and Directors

The selection of founders and directors is also a crucial step. These individuals will be the main actors in the company establishment, and their names will appear in many legal procedures, so careful selection is necessary.

Notarization of Articles of Incorporation

Bring the Articles of Incorporation to the notary office for notarization.

Transfer of Capital

Once the Articles of Incorporation are notarized, the next step is to transfer the capital to a designated bank account for capital payment.

Company Registration

Register the company at the Legal Affairs Bureau. This registration legally establishes the company.
Finally, complete other necessary procedures, such as opening a bank account, notifying the tax office, and notifying the labor office.

3-2. Timing When a Signature Certificate is Required

There are several key moments when a signature certificate is required, with the most important being during the following:

Notarization of the Articles of Incorporation

When notarizing the articles of incorporation, the founders must sign the articles or the power of attorney for the creation of the articles at the notary office. A signature certificate is required to certify that the signature is indeed that of the person in question. This certificate is especially crucial when a foreign resident abroad is involved.

Company Registration

During the company registration at the Legal Affairs Bureau, a signature certificate may be required to certify that the signature on the consent form for assuming the position of director or representative director is genuinely that of the person in question.

Registration of Changes to Directors

When registering changes to directors, representative directors, or executive officers after the company is established, a signature certificate may be required to verify that the signature on the consent form for assuming these positions is genuinely that of the person in question.

Obtaining the signature certificate in advance is crucial to ensure that these procedures proceed smoothly.

4. How Foreigners Can Obtain a Signature Certificate

When foreigners need a signature certificate to establish a company in Japan, the administrative authority from which they can obtain the certificate varies depending on their location. Here are the specific steps and considerations for each case:.

4-1. Case of Short-Term Stay in Japan

When staying in Japan temporarily, you may be able to obtain a signature certificate from your country’s embassy or consulate in Japan. Since the availability of this service varies by country, it is essential to confirm beforehand whether the embassy or consulate provides signature certificates. Generally, you will need identification documents such as a passport. This certificate is widely recognized as a necessary document for company establishment.

4-2. Case of Residing in the Home Country

If you reside in your home country, you can obtain a signature certificate from local administrative agencies or notary offices. This certificate is also recognized as a necessary document for establishing a company in Japan.

4-3. Case of Residing in a Third Country

When residing in a third country, you can obtain a signature certificate from your country’s embassy or consulate in that third country. For example, if you are an American citizen living in France, a signature certificate obtained from the American embassy in France is valid. This certificate is recognized in Japan for company establishment purposes.

4-4. Points of Caution and Exceptions

When obtaining a signature certificate, please keep the following points in mind:

Fees and Validity Period

Obtaining a signature certificate may incur fees, and there might be a validity period depending on the submitting authority. It is important to verify these details in advance.

No Signature Certificate System in the Home Country

If there is no signature certificate system in the home country, or due to specific circumstances, it is impossible to obtain a certificate from local authorities, exceptions can be made. In such cases, a signature certificate issued by a notary in Japan or the administrative authorities of the country of residence may be accepted.

Translation Requirements

When using a signature certificate issued in a foreign language in Japan, a full Japanese translation must be attached. This is a general rule when submitting documents for commercial registration.

By thoroughly preparing and confirming the necessary procedures for obtaining a signature certificate in each case, you can ensure a smooth process for establishing your company in Japan.

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When doing business in Japan, foreigners also need a registered seal (jitsuin) and a seal registration certificate. ✓ Foreigners residing in Japan with a residence card or special permanent resident certificate can register a jitsuin (registered seal) in Japan. ✓ Foreigners living abroad need a signature certificate or an affidavit with a notarized signature instead of a registered seal (jitsuin) and seal registration certificate. ✓ A signature certificate and a registered seal (jitsuin) have different uses and procedures, both of which are important for establishing a company. ✓ In the basic procedures for establishing a company, a signature certificate is required at the time of articles of incorporation notarization, company registration, and registration of changes for directors and representative directors. ✓ The issuing authority for a signature certificate varies depending on whether you are in Japan, your home country, or a third country. ✓ A Japanese translation is required for signature certificates issued in foreign languages.

The above points are important for foreigners to know when establishing a company in Japan.

The procedures are complex, and each step is crucial.

If you have any questions or uncertainties, seeking advice from experts can be beneficial. Our office offers free consultations, so please feel free to contact us. Let’s take the best steps together toward the successful establishment of your company.