#2 What You Need to Know About Japanese Seals (Inkan)
- Masato Minamizuka
- Jan 30, 2023
- 6 min read
Updated: Mar 4
In Japan, having a seal (Inkan: 印鑑) remains important for many legal and business transactions, particularly in government administrative processes. Although digital signatures are becoming more accepted, it is still highly recommended for businesses to have a registered seal. Therefore, when setting up a business in Japan, creating and registering a seal is a crucial step that should not be overlooked.
In this article, we will explore the different types of seals used by companies in Japan and the process of registering a seal with the Legal Affairs Bureau (Homukyoku: 法務局).
Type of Seals
Basically, the seals used by companies in Japan can be categorised into 2 broad categories:
1. Required seal for incorporation- representative seal (Daihyo-In: 代表印) 2. Optional seals that are convenient for business operations
1. Required Seal for Incorporation in Japan- Representative Seal (Daihyo-In: 代表印)
A representative seal is used by the company’s legal representative to certify the company's intentions in official transactions. It is typically prepared and registered at the time of incorporation.
Latest Update:
As of February 15, 2021, the registration of the representative seal has become optional if the company is incorporated online. However, in practice, conducting a business without a representative seal is difficult. We strongly recommend registering a representative seal upon incorporation.
A representative seal must be registered with the Legal Affairs Bureau (Homukyoku: 法務局). Once registered, it is also known as the registered company seal (Kaisha-Jitsuin: 会社実印). For details on how to register a representative seal with the Legal Affairs Bureau, please refer to the section “Preparing and Registering a Representative Seal” at the end of this article.
Here are some common uses of the representative seal:
Corporate contracts: Used to authenticate and legally bind the company to contract agreements.
Bank Transactions: Required for opening a corporate bank account and authorizing financial transactions such as loans and payments.
Government filings: Necessary for company registration, tax submissions and other government related documents.
Official Correspondence: Important company letters are often stamped with the seal to verify authenticity.
Shareholder Meeting: Used to validate resolutions and minutes of company meetings.
After registering the representative seal, the company must also apply for a seal registration card (Inkan card: 印鑑カード), as shown below.
This card serves as proof that the Seal Registration has been completed, and its application is submitted using the Seal Registration Card Issuance Application Form (Inkan card kofu shinnseisho: 印鑑カード交付申請書). The card is essential, as it is required when the company needs to obtain a Certificate of Seal Impression (Inkan shoumeisho: 印鑑証明書). This official document verifies the authenticity of the registered seal, which is used in business agreements and legal transactions.
To see an actual example of the Certificate of Seal Impression, please click here.
In Japan, it is a common practice to attach a Certificate of Seal Impression when proof of a seal’s authenticity is required. It is especially necessary when performing important legal acts for the company or submitting documents to the public authorities or government offices. Since seals can be easily purchased at local seal shops or even online (e.g., Amazon), verifying whether a seal is genuine and officially registered can be difficult. This is why a Certificate of Seal Impression is often attached to prove that the seal is indeed authentic and officially registered.
2. Optional Seals which are Convenient for Businesses in Japan
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)
As shown above, a bank seal is typically a round seal that has the company name on the outer frame and "銀行之印" (Ginkō no in, meaning "Bank Seal") written on the inner rim.
In Japan, some banks require companies to register a separate bank seal when opening a corporate bank account. However, some banks may allow the representative seal to be used as a substitute for a bank seal.
Generally, most banks prefer companies to officially register a separate bank seal to ensure proper authorisation of bank transactions, withdrawals and financial agreements. Having separate seals also reduces the risk of fraud, as such unauthorised banking transactions using the company’s representative seal.
Therefore, we strongly recommend companies to have a bank seal, as it is just as important as a representative seal.
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 commonly used for issuing invoices, receipts, and other documents, serving as a corporate seal of approval (also known as Mitome-in: 認印).” It is traditionally square in shape, which is why it is called a Kaku-in: 角印; the Japanese word for “square” is “Kaku-Gata”. Square seals are also referred as "Sha-ban: 社判.”
A square seal is not strictly required to certify the issuance or confirmation of a document; rather, it is primarily used to ensure the authenticity of a copy. Invoices, receipts, and other documents remain legally valid even without a square seal.
As such, having a square seal is optional for companies.
Preparing and Registering a Representative Seal
1. Preparing a Representative Seal
The simplest way for a company to make a representative seal is to make it at a local seal shop. Most shops will typically recommend a set of three seals (as mentioned above) which includes a representative seal, bank seal and square seal.
According to the Regulation on Commercial Registrations, the diameter of a representative seal must be between 1 cm and 3 cm. However, there are no restrictions on its shape or the content engraved on it.
The standard size of a representative seal is typically round which is 18mm or 21mm in diameter, with a double circle in the outer rim. The inner rim usually contains the title 代表取締役印 (Representative Director's Seal) or 代表者印 (Representative seal). As for the outer rim, it is engraved with the company name or trade name.
There are no specific regulations regarding the language or format of the company name on the representative seal. Companies are free to use English, other foreign languages, or Arabic numerals. Additionally, there is no issue if the engraved name on the seal differs from the company's registered trade name (legal company name).
2. Submitting the Seal Registration Form to the Legal Affairs Bureau
To register a representative seal with the Legal Affairs Bureau, the company’s representative must submit a Seal Registration Form (Inkan todokedesho: 印鑑届出書) along with the representative seal to be registered. Additionally, the personal seal of the representative and a Certificate of Seal Registration (Inkan toroku shomeisho: 印鑑登録証明書) of the representative's personal seal are also required.
If the representative does not have a personal seal, they may sign the seal registration form instead of affixing a seal. In this case, a notary public from the representative's home county must certify the representative’s signature and issue a signature certificate. This certificate must be submitted to the Legal Affairs Bureau in place of a Certificate of Seal Registration (of the representative's personal seal).
If the representative is unable to submit the seal registration form in person, a proxy, such as a judicial scrivener (Shihōshoshi: 司法書士), may submit the it on their behalf. In this case, a letter of attorney (Ininjō: 委任状) must be attached to authorise the proxy.
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.