Japan’s Proposed Beneficial Ownership Filing System

On October 23, 2026, a bill titled the “Act on Ascertaining Information on the Beneficial Owners of Legal Entities, etc.” (provisional English translation) was submitted to the Japanese Diet. The bill would create a system under which companies and other entities must file information about the people who ultimately control them (their “beneficial owners”) with the national government.

However, as of the date of this article (October 30, 2026), the bill has not yet been enacted. No new filing obligation or deadline currently applies. In this article, we explain, for companies in Japan with a parent company or investors overseas, what the bill proposes and what you can organize now.

What Is a Beneficial Owner?

The concept of a “beneficial owner” (jisshitsu-teki shihaisha) looks beyond the names listed in the shareholder register. If a shareholder is another company, you trace ownership up through that company, and beyond, to identify who ultimately controls the company. In English, this person is called the beneficial owner (BO) or ultimate beneficial owner (UBO).

The purpose of the bill is to prevent the unlawful use of companies and trusts. Its stated purposes also include using this information in the national government’s work of surveying how land is used around important facilities and on remote border islands. This appears to be why foreign entities that own land or buildings in Japan are included in the bill.

The Current Beneficial Owner List System

Since January 31, 2022, Japan has had a “beneficial owner list” system. Under this system, when a stock company (kabushiki kaisha) submits a list of its beneficial owners to the Legal Affairs Bureau, the Bureau keeps the list on file and issues certified copies. There is no fee.

This system is used only when a company chooses to submit a list; it does not require every company to file. It is available to domestic stock companies (including special limited liability companies, or tokurei yugen kaisha). Limited liability companies (godo kaisha), general incorporated associations and foreign companies are not covered.

Please note that the “shareholder list” attached to a commercial registration application is a separate document.

What the Proposed System Would Require

If the bill is enacted as submitted, its main points would be as follows. Please note that the content may change during deliberations in the Diet.

• Who would be covered: A broad range of legal entities, not only stock companies but also limited liability companies (godo kaisha), general incorporated associations and others (listed companies and certain other entities are excluded). Investment limited partnerships and limited liability partnerships (LLPs) would also be covered.
• Foreign entities: Foreign companies that have appointed a representative in Japan, foreign corporations that have established an office in Japan, and foreign entities registered as owners of land or buildings in Japan would also be covered.
• Who counts as a beneficial owner: For a stock company and similar entities, the basic test is whether a person directly or indirectly holds more than one-quarter (25%) of the voting rights. This is generally an individual, although certain entities, such as listed companies, may also qualify. If no one meets this test, the beneficial owner is a person who has a controlling influence over the business through investment, loans, transactions or other relationships. If there is no such person either, the beneficial owner is the individual who represents the company and executes its business.
• Where and when to file: The filing would be made with the Minister of Justice. A newly established company would file within thirty (30) days of its formation. A company that already exists when the law takes effect would file within thirty (30) days of the effective date, and could also file before that date.
• Changes: If the filed information changes, the company would file the change within thirty (30) days of learning of it.
• Inquiries to shareholders: To the extent necessary for the filing, the company could make inquiries of persons believed to be beneficial owners and of its shareholders. A person who receives such an inquiry would be required to respond unless there is a justifiable reason not to.
• Who could view the records: The records could be viewed by the company itself, the persons recorded in them, national and local government bodies, and certain businesses—specifically, those designated by Ministry of Justice ordinance from among the businesses that have customer identification and other obligations under Japan’s anti-money-laundering law. The records would not be open to the general public. Among these businesses, banks and other financial institutions could view the records without the company’s consent; the other businesses would need the company’s consent.
• Penalties: Filing false information would be subject to criminal penalties, and if a company fails to file without a justifiable reason, its representative could be subject to a non-criminal fine (karyo) of up to one million (1,000,000) yen.
• Effective date: Except for certain provisions, the law would take effect on a date set by Cabinet Order within one (1) year and six (6) months of its promulgation.

What Has Not Yet Been Decided

Even if the bill is enacted, many details will be set by Cabinet Order and Ministry of Justice ordinance—for example, how to calculate indirectly held voting rights, how to file and what documents to attach, and the effective date. We have also not yet been able to confirm from the published materials how the current beneficial owner list system will relate to the new system.

At this stage, it is not possible to say definitively how the filing form should be completed or whether a particular company will be covered.

What Foreign-Owned Companies Can Do Now

If the bill passes as proposed, existing companies would need to file within thirty (30) days after the law takes effect. Where an overseas parent company has several tiers of ownership above it, identifying the ultimate individual will take time, because records must be gathered from companies in each country. The following can be organized now, without waiting for the bill to pass:

• A dated ownership chart (showing, for each tier from the Japanese company up to the ultimate individual, the company name, country and percentage held)
• The percentage of voting rights at each tier (if the number of shares and the number of voting rights differ, both)
• Whether the shareholder register and the shareholder list used in past registration applications match the current situation
• Whether there is anything that affects control, such as nominee shareholders, holdings through a trust, or shareholder agreements
• The full legal name (as shown in the passport) and address of each person likely to be a beneficial owner
• Whether the person responsible for monitoring developments in Japan will be at the headquarters or at the Japanese company

Frequently Asked Questions

Is a filing required now?

No. As of October 30, 2026, this is still a bill, and no new filing obligation applies yet.

Is this the same as the current beneficial owner list?

No. The current list is a system that a stock company uses when it chooses to submit a list. The bill would require a broader range of entities to file with the Minister of Justice.

Is it decided only by whether someone holds more than 25% of the voting rights?

Not only by that. Under the bill, even if no one holds more than 25%, a person with a controlling influence through loans, transactions or other relationships may be a beneficial owner. How indirect holdings are calculated will also be set later by Cabinet Order.

Would the Japanese branch of a foreign company be covered?

The bill covers foreign companies that have appointed a representative in Japan. However, the content may change before the bill is enacted.

How Kobe Legal Partners Can Help

Kobe Legal Partners is a firm of shiho-shoshi and gyosei-shoshi lawyers. We assist foreign-owned Japanese companies in English with registrations such as incorporations and changes of directors. At this stage, we offer consultations on organizing shareholder and director information and checking it against the company’s registration.

We will explain the scope of the support we can provide for filings under the new system once the law has been enacted and the filing procedures have been finalized. Where tax filings are involved, we work together with a certified public tax accountant (zeirishi).