Q_iconIs there an expiration date for the Certificate of Signature?

A_dark_iconThere is no expiration date. However, it will be better to confirm it at the Notary Public’s Office in advance.

★ Explanation ★

The process of establishing a company requires a Certificate of Signature issued by an officer of the home country (such as the Notary Public) when a non-resident foreign individual assumes office as the founder of the company.

Under the law, the company’s representative must provide a seal certificate as an attached document when the Company’s Registered Seal is notified to the Legal Affairs Bureau within 3 months after issuance (Article 9-5 paragraph 1 of the Regulation on Commercial Registrations).

Regulation on Commercial Registrations

(Submitting Seal Impressions)

Article 9 (Parts omitted)

5 For a category of person submitting a seal impression as set forth in one of the following items, the document provided for in that item must accompany the document referred to in paragraph (1); provided, however, that this does not apply as regards a document evidencing the title of the representative of a corporation that is registered at the registry office to which the document referred to in that paragraph is being submitted (but only a corporation that has its head office or principal office within the jurisdictional district of that registry office:

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

a certificate prepared by the mayor of the municipality (or by the mayor of a special ward; or, in a designated city as referred to in Article 252-19, paragraph (1) of the Local Autonomy Act (Act No. 67 of 1947), 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 that paragraph, which has been prepared within the past three months;

(Omitted below)

Source: Japanese Law Translation Database System

signature-certificateThe time frame for this seal certificate applies to those issued in Korea and Taiwan, which have also adopted a seal certificate system outside Japan.

Incidentally, for the case of non-resident foreigners who cannot obtain a seal certificate, they can instead submit a Certificate of Signature from their home country issued by the officers of their Notary Public.

At this time, you may use the submitted Certificate of Signature in place of the Seal Certificate that must be created within 3 months as there is no restriction for its validity. But if the address, among other things, shown in the certificate is different from the current one, you must obtain a new certificate again.

When performing the certification procedure of the articles of incorporation in the notary office, it is required to obtain the founder’s seal certificate, oftentimes within 3 months after issuance. This also holds true for those submitting a Certificate of Signature instead.

If you submit a seal certificate that has exceeded 3 months after issuance, it would be better to have prior arrangements with the notary office to prevent any flaws.