201907.26
0

Q_iconWhen registering the establishment of a Japan subsidiary or the opening of a branch office, is it acceptable to no longer include the building name in the address of the subsidiary or office?

A_iconNot using the building name when registering is allowed.

★ Explanation ★

According to the Companies Act, the address of the head office should be included in the company’s Articles of Incorporation and Register.

Companies Act

(Matters Required to Be Specified or Recorded in the Articles of Incorporation)

Article 27 Articles of incorporation of a Stock Company must specify or record the following matters:

  • (i) Purpose(s);
  • (ii) Trade name;
  • (iii) Location of the head office;
  • (iv) Value of property to be contributed at the incorporation or the lower limit thereof;
  • (v) Name(s) and address(es) of the incorporator(s).

Source: Japanese Law Translation Database System
http://www.japaneselawtranslation.go.jp/law/detail/?id=3206&vm=04&re=2&new=1

(Registration of Incorporation of a Stock Company)

Article 911 (Portion Only)

(3)  The following matters must be registered upon the registration set forth in paragraph (1):

  • (i) The purpose;
  • (ii) The trade name;
  • (iii) The addresses of the head office and branch offices;

(Continuation omitted)

Source: Japanese Law Translation Database System
http://www.japaneselawtranslation.go.jp/law/detail/?id=3207&vm=04&re=2&new=1

1. Items to be included in the articles of incorporation

One only needs to show the smallest administrative district (municipality; or name of Tokyo’s 23 special wards (“-ku”)). As such, it’s acceptable to exclude from the address the street number or building name.

<Accepted Addresses for a Head Office>

  • ① Minato-ku, Tokyo
  • ② Shinbashi, Minato-ku, Tokyo
  • ③ Shinbashi, Minato-ku, Tokyo 〇-chome, △-ban, □-go,
  • ④ Unit No. 302, ×× Building, Shinbashi, Minato-ku, Tokyo 〇-chome, △-ban, □-go,

In the case of ②, ③, and ④ should the office be relocated to an address within the same municipality or special ward, a resolution to change the address in the articles of incorporation through a general meeting of shareholders is necessary. To save one the trouble of having to do this, simply giving the municipality/ward and city of the head office in the articles of incorporation would be easier.

2. Items to be included in the register

Unlike the articles of incorporation, the address in the register requires the address of the head office to be presented down to the smallest unit (street number). As such, the examples ① and ② given above cannot be registered. However, giving the building name and unit number is optional, making examples ③ and ④ above allowed for registration.

Per the Companies Act, should the address of the head office change, the change should also be registered. This means that even if the office would only transfer to a different unit within the same building, the change would still need to be registered, such as in the case of example ④.

Companies Act

Registration of a Change

Article 915 When there is a change to the matters listed in the items of Article 911, paragraph (3) or in the items of the preceding three Articles with regard to a Company, the registration of the change must be completed at the location of the head office within two weeks.

(Continuation omitted)

Source: Japanese Law Translation Database System
http://www.japaneselawtranslation.go.jp/law/detail/?id=3207&vm=04&re=2&new=1

Since a company’s Certificate of Company Register can be viewed by anyone, for business owners who use their personal addresses as head office addresses and do not want to give a specific address, specific street numbers and building names can be omitted. (However, since addresses of representatives are recorded, it is possible to register with a seal certificate.)

Taking into consideration the time and costs needed to change updates, one may think it would be better to register even the specific address details; however, when omitting the building name and the like, it is best to confirm if mail can be sent to your office even if no building name or unit number is specified. This is because there is the risk of important documents or mail that may potentially not be sent to the head office address if such details are not provided.

For residential addresses, there is a postbox for all tenants of the building, so even if there is no building name or unit number indicated, as long as there is a way to identify the company name, there should be no problem with mailing with the street numbers indicated. Otherwise, to ensure mail arrives to your address, at least indicate your unit number.