Signature Certificates for Foreign Directors in Japan

When a foreign national is newly appointed as a representative director of a Japanese stock company (kabushiki kaisha), the application to register the change may require a “signature certificate.” Where that certificate should be obtained depends on the director’s nationality and the country in which he or she currently lives. In this article, we explain, for staff at overseas headquarters and Japanese subsidiaries, where to obtain a signature certificate and what should be checked before the director signs anything.

Why a Signature Certificate Is Needed

A representative director is the officer who represents a Japanese stock company. When a new representative director takes office, the company must apply to have its commercial registration updated.

In Japan, people stamp documents with a personal seal (hanko) instead of signing them, and they prove that the seal is theirs with a “certificate of seal impression” issued by their city, town or village office. When the registration application is filed on paper, the newly appointed representative director must attach a certificate of seal impression for the seal stamped on the document accepting the appointment (the letter of acceptance of appointment).

A foreign national who cannot obtain a certificate of seal impression in Japan instead signs the documents and attaches a “signature certificate,” in which a public authority of his or her home country certifies that the signature is genuinely his or hers. However, a foreign national who is registered as a resident in Japan and has registered a seal with the local municipal office may use a certificate of seal impression, just as a Japanese national would.

Please note that a Japanese company can be registered even if all of its representative directors live outside Japan. The status of residence (visa) needed to enter and work in Japan is a separate matter that must be considered apart from the registration.

Where to Obtain a Signature Certificate

As a general rule, the signature certificate must be issued by a public authority of the country of which the director is a national (the “home country”). Any of the following is acceptable:

• A government agency or a notary public in the home country
• The home country’s embassy or consulate in Japan
• The home country’s embassy or consulate in the country where the director currently lives

If the director lives in a country other than the home country, a certificate from a notary public in the country of residence cannot be used as is. It may be used only when there are circumstances that prevent the director from obtaining a certificate from the home country’s authorities—for example, when the home country has no system for certifying signatures, or when the home country’s embassy or consulate in the country of residence does not issue such certificates. In that case, the company prepares a written statement explaining those circumstances and submits it together with the certificate from the notary public in the country of residence.

In one of our cases, the Australian embassy and consulates in Canada did not issue such certificates for an Australian national living in Canada, so we used this method with a certificate from a Canadian notary public, and the registration was completed successfully. Before booking an appointment with a notary public, please consult with us about where the certificate should be obtained.

What to Check Before Signing

The documents that must be signed vary depending on the company’s governance structure and how the director is appointed. The main documents are the letter of acceptance of appointment, the minutes of the meeting at which the representative director was selected, and, if the company’s seal will be registered with the Legal Affairs Bureau, the seal registration form.

At Kobe Legal Partners, the director simply signs each of these documents, and a single, separate signature certificate is obtained. With this method, the director needs to visit a notary public, embassy or consulate only once to have his or her signature certified.

The signature certificate must also certify that “the signature is genuinely the director’s own.” For this reason, when obtaining the signature certificate, the director should meet the notary public or embassy/consulate official in person, sign on paper by hand in that person’s presence, and have the signature certified on the spot. We consider that, in principle, certificates obtained through online notarization (remote notarization) cannot be used, so if you are considering this option, please consult with us before booking an appointment.

We also check the following points:

• How the director’s name will be written in the registration (as a general rule, in katakana; directors from countries that use Chinese characters may register their names in those characters)
• Whether the spelling of the director’s name and address is consistent across all documents
• Japanese translations of any certificates prepared in a foreign language

How to Proceed and How We Can Help

Preparation proceeds in the following order:

At Kobe Legal Partners, we provide consultations in English on the registration of Japanese companies that are appointing foreign directors. Contacting us before the director signs any documents or books an appointment with a notary public can help you avoid having to obtain the certificate again.