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Q_iconWhat should we be careful of when creating our company’s legal seal?

A_iconThe Regulation on Commercial Registration has specific provisions on the allowed size and material that seals should follow by. Additionally, it is important to be careful of the deadlines for seal certificate during the submission of seal registration.

★ Explanation ★

1. Provisions on the size of the seal

The Regulation on Commercial Registration specifies the size of the seal that should be submitted to the registration office.

Regulation on Commercial Registration

(Submission of Seal Impression)

Article 9 (Portion)

3 The size of the seal impression must not be so small as to fit into a one-centimeter square or so large as to not fit into a three-centimeter square.

4 The seal impression must be suitable for seal verification.

(Continuation omitted)

Source: Japanese Law Translation Database System
http://www.japaneselawtranslation.go.jp/law/detail/?id=1863&vm=04&re=02&new=1

<Notes on Seal Verification>

① Durability

Since the representative seal (legal seal) will be used to seal important documents such as contracts, it is stipulated that such a seal should be suitable for verification. For this reason, unclear seals or those without a visible outer frame are not suitable for verification, and as such, the submission of the seal impression may not be accepted. For the submission to be accepted, it is important to create a seal made of highly durable material.

② Engraved Characters

There are no provisions regarding the characters or typefaces that can be used in a seal. In the case of a company’s representative seal, it is common to have the trade name of the company to be engraved on the outer area of the seal, and the words “代表取締役印” (“representative seal”). While it is not necessary for the trade name engraved on the seal to be exactly that same as that of the registered trade name, it is better to submit a seal that reflects or is consistent with the trade name.

It is possible to change the company’s representative seal even after the registration has been filed, as long as the process for changing the registered seal is done.

【Instances where trade name on seal and registered trade name are not exactly the same】

(a) When the registered trade name is too long to fit on seal

<Trade Name>ABCDEFGHIJKLMNPOQURSTUVWXYZ株式会社 (ABCDEFGHIJKLMNOPQRSTUVWXYX Kabushiki-gaisha)

<On Seal>AZ株式会社 (AZ Kabushiki-gaisha)

(b) When the company reorganized from a Goudou-gaisha to a Kabushiki-gaisha

<Trade Name>あいう株式会社 (Aiu Kabushiki-gaisha)

<On Seal>あいう合同会社 (Aiu Goudou-gaisha) (It is possible to continue using the same seal used prior to change/reorganization)

2. Important Points to Note When Submitting a Seal

When submitting the seal impression, you will also need to submit a certificate of registered seal to the prescribed registry office. In such a case, it will be necessary for the person processing the seal registration to affix either their personal seal or a signature (for non-residents with no personal seals) in the form. In order to verify that the affixed seal or signature is that of the person submitting the seal registration, it will be necessary to attach a certificate of registered seal or signature certificate. It is important to note however that a certificate of seal registration is valid for only 3 months following its issuance.

As for a signature certificate, it should be certified by the Embassy/Consulate in Japan of one’s home country or notary public of the country if the person is living overseas.

Regulation on Commercial Registration

(Submission of Seal Impression)

Article 9 Submission of a seal impression must be made by means of a document clarifying the seal impression. In this case, any of the persons submitting a seal impression set forth in the following items must state the information respectively provided for in those items (hereinafter referred to as the “information to be reported about the seal”) as well as the person’s name and address, the date, and the indication of the registry office in that document, and affix the person’s seal thereto:

(Continuation omitted)

(5) The documents provided for in the following items according to the categories of the persons who submit the seal impression set forth in the respective items must be attached to the document referred to in paragraph (1); provided, however, that this does not apply to a document evidencing the capacity of the representative of a corporation registered at the registry office that is to receive submission of the document referred to in the same paragraph (limited to a corporation that has its head office or principal office within the jurisdictional district of the registry office) or of a corporation whose corporation identification number is stated in the document referred to in the same paragraph, and a certificate of seal impression for a seal impression has been submitted to the registry office:

(i) a trade name user, a minor, a guardian (excluding when the guardian is a corporation), a merchant that has selected a manager (excluding when the merchant is a company), a representative of a company (excluding when the representative is a corporation), or a trustee, etc. (excluding when the trustee, etc. is a corporation):

(a) a certificate which has been prepared by a mayor of a municipality (including a mayor of a special ward, and in the case of a designated city as referred to in Article 252-19, paragraph (1) of the Local Autonomy Act (Act No. 67 of 1947), it is to be 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 the same paragraph, and which is within three months after the preparation;

Source: Japanese Law Translation Database System
http://www.japaneselawtranslation.go.jp/law/detail/?id=3317&vm=04&re=02&new=1