Although digital signatures have become popular in Japan, it is still inconvenient not to have a seal (Inkan: 印鑑), especially when it comes to administrative procedures with the government. Therefore, when setting up a business in Japan, we recommend you make a seal. This article explains what you need to know about seals, including the types of corporate seals and how to register a seal.
Type of seals
There are two main types of seals used by companies; seals required for incorporation and seals that are optional but convenient.
1. Only one seal is required for incorporation.
Representative seal (Daihyo-In: 代表印)
A representative seal is used by the person representing a company to certify the company's intentions to those outside the company.
It is prepared and registered at the time of incorporation in most cases.
(Starting February 15, 2021, the registration of the representative seal became optional as long as you perform the company's incorporation registration online. However, in practice, it is difficult to conduct business without a representative seal. As such, we strongly recommend you prepare the representative seal upon incorporation.)
The representative seal registered with the Legal Affairs Bureau is also called the registered company seal (Kaisha-Jitsuin: 会社実印).
Below are a few specific examples of the utilization of a representative seal.
When there is a change in representatives or officers, seal on the minutes of the extraordinary general meeting stipulated in the Articles of Incorporation. The seal must also be affixed to the application for a change of registration.
Seal on documents to be submitted to government offices (e.g., applications for permits and licenses, renewals). When delegating to a specialist, the representative seal is required on a power of attorney.
Seal on important contracts to be signed as a company.
Seal on some documents when exercising legal acts as a company, such as issuing new shares.
Seal for proof of the proper existence of the company (It is essential to have your representative seal registered with the Legal Affairs Bureau, as you will also be required to submit the company seal impression certificate).
After you register your representative seal, a seal registration card (Inkan card: 印鑑カード), the one pictured on the right, can be issued, and you can obtain the Certificate of Seal Registration (Inkan touroku shoumeisho: 印鑑登録証明書).
To see an actual example of the Certificate of Seal Registration, please click here.
To issue a seal card, please submit an application for issuance of a seal registration card (Inkan card kofu shinnseisho: 印鑑カード交付申請書) to the Legal Affairs Bureau.
The Certificate of Seal Registration (Inkan touroku shoumeisho, 印鑑登録証明書)
In Japan, there is a practice of attaching a Certificate of Seal Registration when it is necessary to prove that the seal is authentic and official.
Examples of situations where it is necessary to prove that the seal is authentic and official are when performing important legal acts for the company or when submitting documents to the public.
In the case of signatures, a representative signs a contract or other document on the spot, the authenticity of the signature will not be an issue. However, since a seal can be easily purchased at a local seal shop or even on Amazon, it is not easy to determine whether or not it is an authentic and official seal of the company.
Therefore, a seal impression certificate is attached to prove the seal is authentic and official.
2. Two seals that are not required but convenient
Bank seal (Ginko-in: 銀行印)
Data source: 法人銀行印の書体の選び方(法人銀行印)｜印鑑の専門店 ハンコヤドットコム© (hankoya.com)
Some direct banks do not require a bank seal when opening a bank account. And some banks allow using a representative seal as a substitute for a bank seal.
However, almost all Japanese banks require a bank seal. Therefore, we strongly recommend that you have one. A bank seal is used for registration with financial institutions and is, therefore, as important as a representative seal.
At a seal shop, they may recommend a set of three seals (representative seal, bank seal, and Kakuin mentioned below). A round seal used as a bank seal generally has only the company name or the company name on the outer frame and “Ginko no in” (bank seal) on the inner rim.
Square seal (Kaku-in: 角印 or Sha-ban: 社判)
Data Source: 会社印【ハンコヤドットコム】会社印の通販 (hankoya.com)
A square seal is used for issuing invoices, receipts, and other documents and serves as a "corporate seal of approval (so-called Mitome-In).” It is customarily square in shape and is called a "Kaku-in" because the Japanese word for square is Kaku-Gata. Square seals are also called "Sha-ban.”
A square seal is not necessarily required to certify the issuance or confirmation of a document but is merely a means to ensure the authenticity of a copy. Invoices, receipts, and other documents that do not bear a square seal still have legal validity.
For this reason, some corporations do not have a square seal.
How to register a representative seal with the Legal Affairs Bureau
1. Prepare a seal to be registered
Making your seal at a seal shop is the easiest option. In most cases, they recommend the set of three, as mentioned above.
The Regulation on Commercial Registrations stipulates that the size of a representative seal must be between 1 cm and 3 cm in diameter. But there are no restrictions on the seal's shape or the engraving's content. Generally, the standard size is 18mm or 21mm round, with a double circle with the corporation name or trade name on the outer frame and the title 代表取締役印 (Representative Director's Seal) or 代表者印 (Representative seal) on the inner rim.
There are no regulations regarding the company name to be engraved on the representative seal; you can use English, other foreign languages, Arabic numerals, etc. And also, even if the trade name (legal company name) to be registered and the company name engraved on the representative seal are different, it can still be used as a representative seal.
2. Submit the seal registration form to the Legal Affairs Bureau.
The registration of a seal can be done by a representative submitting a Seal Registration Form (Inkan todokedesyo: 印鑑届出書) to the Legal Affairs Bureau. In addition to the representative seal that needs to be registered, a personal seal of the representative himself/herself and a seal impression certificate of the representative's personal seal are required.
Suppose the representative does not have his/her own seal. The representative sign the seal registration form instead of affixing his/her own seal. The notary public of the representative's home county will sign the signature certificate and submit it in place of the Certificate of Seal Registration.
A proxy, such as a judicial scrivener, can also submit the seal registration form. In this case, a letter of attorney must be attached.
Please refer to STEP 3 for registering the incorporation of Japanese subsidiaries (GK and KK).
STEP 3: Register the Business
Also, please refer to STEP 4 for the process of opening a bank account.
If you are considering expanding your business to Japan, please contact Quantum Accounting Inc. for a free consultation during the planning phase or general consultation (available in both English and Japanese). Quantum Accounting's professionals are experts in accounting, tax, legal, and labor issues. Our goal is to provide you with a one-stop professional firm for all the services you need to expand your business into Japan. We are confident that we can help you.
Kommentare