What documents are necessary if a Chinese national were to become a shareholder of a Japan corporation?
★ Explanation ★
1. Documents needed to become a shareholder
When becoming a shareholder of an already-incorporated stock company, one must furnish a copy of either their certificate of seal impression or signature certificate. The documents needed to obtain either certificate vary according to one’s registered residence. While there are no provisions as to the validity of seal impression or signature certificates obtained outside Japan, there are cases where the notary public’s office would deem seal impression certificates as valid for only 3 months, whether they were issued in Japan or not; this makes it important for one to confirm beforehand such details.
2. If the registered resident address is in Japan ⇒ A certificate of seal impression issued in Japan is needed
If the resident registration of the new shareholder is in Japan, then it is possible to obtain a certificate of seal impression from the municipal office he/she is under. In Japan, when moving out (to another municipality or ward), the current city or ward office must be notified within 14 days of moving out by submitting a Notice of Moving Out, and then notifying the municipal or ward office of the new area of residence with a Notice of Moving In. If these notifications have not been accomplished, one cannot be registered in a new residence. What’s more is that if seal registration is not done with the municipal/ward office of the current registered residence (or new residence, if moving within Japan), then no certificate of seal impression can be issued.
For Chinese nationals who can obtain a residence certificate in Japan, resident registration is done, so the municipal/ward office where residence is registered at is also the same office where a certificate of seal registration can be obtained.
3. If the registered resident address is in China ⇒ ① Chinese certificate of seal impression or signature, ② a signature certificate issued by the Chinese embassy in the country one is residing in
If a Chinese national is not registered as a resident in Japan, he/she cannot obtain a certificate of seal impression in Japan; as such, he/she would need to obtain either one of the two documents indicated above.
- ① If the concerned Chinese national him/herself is a registered resident in China, it is possible for them to obtain a certificate of seal impression in China. Usually, this document is also named as a “statement” or a “notarized document”. (There are also notary offices that include the same document translated in Japanese for an additional fee.)
Furthermore, in the notarized document’s “Notarial Matters” column, either one or more of the following can be indicated: “statement”; “signature”; and “seal”. For example, if the notarial matter was only indicated to be “signature”, even if a seal were to be impressed on the notarized document, it would not be considered a valid seal impression. Exceptional cases aside, this document would be treated as a signature certificate during company registration, so take extra precaution with such documents.
- ② If the concerned Chinese national him/herself is a registered resident in China but is living in a different country, they will need to obtain a signature certificate in the country they are residing in. A signature certificate issued by the Chinese embassy in their current country they are residing in can be used. First, one much check whether the embassy is able to certify residence certificates, and then check the associated costs and necessary documentations for the signature certificate. If one cannot obtain a signature certificate in one’s country of stay, one will be required to obtain a certificate of seal registration at a notary office in China.