201910.04
0

Q_iconI heard that even executives who are not required to have a signature certificate, still need to submit their personal identification documents. Would a scan of their passport be enough?

A_dark_iconThere are cases where a passport scan would not be sufficient.

★ Explanation ★

passportThose who will become directors at incorporation are required to submit certain documents to the Legal Affairs Bureau.

For a company that would not establish a board of directors, their director should furnish a copy of their certificate of seal registration (which is obtained from the municipal government unit of their registered residence). If the director is not a resident in Japan, a signature certificate verifying the signature that was affixed to the letter of appointment acceptance is needed instead. (Regulation on Commercial Registration, Article 61, paragraph (4).)

While this certificate of seal impression doesn’t have a validity period of 3 months, the documents such as the written acceptance of appointment should show the same address as that in the certificate of seal impression. The certificate of seal impression of the representative attached to the written report of seal impression that is to submitted by the representative of the company to the Legal Affairs Bureau must be submitted within three months of its preparation (based on article 9, paragraph (5), item (i) of the Regulation on Commercial Registration). For those furnishing a signature certificate on the other hand, as indicated in Q49, there is no limitation to similar to the one above.

Regulation on Commercial Registrations

(Documents to be Attached)

Article 61 (Parts omitted)

(4) A certificate prepared by the mayor of municipality for any seal affixed to a document evidence that a director at incorporation has agreed to assume office must accompany a written application for registration of incorporation (excluding incorporation resulting from a merger or an entity conversion). The same applies with regard to any seal affixed to a document evidencing that a director has agreed to assume office which must accompany a written application for registration of a change due to a director’s assumption of office (excluding reappointment)

(Continuation omitted)

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

For a company that would establish a board of directors, the representative executive officer needs a seal certificate (or signature certificate; whichever is appropriate) prepared by the mayor of his/her resident municipality (or similarly-ranked heads of a local government unit) during the incorporation application period; all other directors part of the board will also need to furnish their necessary documents (including a certified copy in which the director, etc. has indicated that the copy is no different from the original) prepared by a government employee such as the mayor of a municipality. Regardless of whether a board of directors is established or not, the company auditor must also submit personal identification documents.

Regulation on Commercial Registrations

(Documents to be Attached)

Article 61 (Parts omitted)

(5) To apply the provisions of the preceding paragraph to a company with a board of directors, the term “a director at incorporation” in that paragraph is deemed to be replaced with “a representative director at incorporation or representative executive officer at incorporation” and the terms “a director” and “a director’s” in the second sentence of that paragraph are deemed to be replaced with “a representative director or representative executive officer” and “a representative director’s or representative executive officer’s”.

(Paragraph (6) omitted)

(7) A certificate that the mayor of municipality or other government employee has prepared in the course of duty giving the same name and address as that which is indicated in each document evidencing that a director at incorporation, company auditor at incorporation, executive officer at incorporation, director, company auditor, or executive officer (hereinafter referred to as a “director or equivalent person” in this paragraph) has agreed to assume office (including a certified copy of such a certificate indicating that the director or equivalent person is no different from in the original) must accompany a written application to register a company’s incorporation or to register a change due to the assumption of office (excluding reappointment) of a director, company auditor, or executive officer; provided, however, that this does not apply if a certificate prepared by the mayor of municipality for the seal of the director or equivalent person accompanies a written application for registration pursuant to the provisions of paragraph (4) (including as applied pursuant to paragraph (5) following the deemed replacement of terms) or the preceding paragraph.

(Continuation omitted)

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

For Japan residents, personal identification documents can refer to a copy of their juminhyo (certificate of residence), certificate of seal-impression, or driver’s license (front and back, together with a certified copy in which the concerned individual indicates that the copy is no different from the original). For Japanese residing overseas, this refers to a certificate of residence or signature certificate. For foreigners not residing in Japan, they will need to submit a signature certificate; a copy of their passport indicating their residential address (together with a certified copy in which the concerned individual indicates that the copy is no different from the original); or driver’s license (front and back, together with a certified copy in which the concerned individual indicates that the copy is no different from the original).

When you submit a copy of your passport as proof of identity, there should be no problem as long as the address is not indicated in a handwritten fashion.