Civil law民事

Commercial Code

商法（しょうほう）

Japan's general law of commerce: who counts as a merchant and the rules for their trade names, books and staff; the rules for commercial transactions, from sales between merchants to carriage and warehousing; and the law of ships and carriage by sea.

Text in force since
Promulgated
Articles: 264
Amendments on the way: 1

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What this law does

It governs the business of merchants, commercial transactions and other commercial matters, except where another Act makes a special rule. On a commercial matter it does not cover, commercial custom (商慣習) applies, and where there is none, the Civil Code (民法). Where a transaction is commercial for only one of the parties, the Code applies to both.(Art. 1(1), Art. 1(2), Art. 3(1)) (the provisions it rests on)

Read the full overview

A merchant (商人) is anyone whose business is carrying out commercial transactions (商行為) in their own name, and anyone whose business is selling goods from a shop or similar facility, or who runs a mine, counts as one too. Some acts are commercial transactions whoever does them, such as buying movable property, real estate or securities to resell at a profit, dealing on an exchange and acts on bills and other commercial paper; others — renting out, manufacturing or processing for others, supplying electricity or gas, carriage, banking, insurance, accepting goods for deposit and more — are commercial when done as a business, but not when done by someone who makes things or works only to earn wages. Every act a merchant does for its business is a commercial transaction too, and a merchant's acts are presumed to be for its business.(Art. 4(1), Art. 4(2), Art. 501(1), Art. 502(1), Art. 503(1), Art. 503(2)) (the provisions it rests on)
A merchant must prepare timely and accurate commercial books (商業帳簿) — accounting books and balance sheets — for the assets used in their business, as a Ministry of Justice Order provides, and keep them, with important records of the business, for ten years from the closing of the books. Matters Part 1 requires to be registered are entered in the commercial register (商業登記簿) on the party's application, under the Commercial Registration Act (商業登記法), a separate Act. Until a matter is registered it cannot be relied on against a third party who did not know of it (善意の第三者), nor after registration against one with a legitimate reason for not knowing, and a person who registers something untrue, deliberately or carelessly, cannot rely on its being untrue against such a party.(Art. 19(2), Art. 19(3), Art. 8(1), Art. 9(1), Art. 9(2)) (the provisions it rests on)
A merchant may use its own surname, full name or another name as its trade name (商号), but no one may, for a wrongful purpose, use a name or trade name that could make others take them for another merchant. A merchant that lets someone else run a business under its trade name is liable, jointly with that person, for the debts from dealings with anyone who traded with that person believing the merchant was running the business.(Art. 11(1), Art. 12(1), Art. 14(1)) (the provisions it rests on)
A merchant that transfers its business (営業) may not carry on the same business in the same or a neighbouring municipality for 20 years from the transfer unless the parties agree otherwise — an agreement not to compete holds for at most 30 years from the transfer — and may never do so for the purpose of unfair competition. A transferee that keeps using the transferor's trade name is also liable for the debts of the transferor's business, unless without delay after the transfer it registers that it is not, or it and the transferor notify a third party so, as to that third party. If the transferor knew the transfer would harm creditors whose debts the transferee did not take over, those creditors may demand payment from the transferee up to the value of the property it took over, unless the transferee did not know of the harm when the transfer took effect; the claim ends two years after the creditor learns of the transferor's knowledge, or ten years after the transfer took effect, if not made or announced by then, and cannot be pursued once bankruptcy or rehabilitation proceedings have been opened for the transferor.(Art. 16(1), Art. 16(2), Art. 16(3), Art. 17(1), Art. 17(2), Art. 18-2(1), Art. 18-2(2), Art. 18-2(3)) (the provisions it rests on)
A merchant may appoint a manager (支配人) to run its business at a place of business; the manager may do any act in or out of court for that business, a limit put on that authority cannot be relied on against a third party who did not know of it, and the appointment must be registered. Without the merchant's permission a manager may not run a business of their own, deal in the merchant's line of business for themselves or others, become an employee of another merchant or of a company or foreign company, or become a director, executive officer or executive member of a company. An employee given a title showing they head a place of business is treated as having authority for any act out of court in that place's business — an apparent manager (表見支配人) — unless the other party knew otherwise.(Art. 20(1), Art. 21(1), Art. 21(3), Art. 22(1), Art. 23(1), Art. 24(1)) (the provisions it rests on)
A merchant that receives an offer in its line of business from someone it regularly trades with must say without delay whether it accepts, or it is deemed to have accepted. People who take on a debt through an act that is commercial for any one of them are liable for it jointly and severally (連帯), and a merchant who acts for another within the scope of its business may claim reasonable remuneration. Between merchants, a creditor whose claim from a transaction commercial for both is due may keep the debtor's goods or securities that came into its possession through their dealings until it is paid — a commercial lien (商人間の留置権) — unless the parties agreed otherwise.(Art. 509(1), Art. 509(2), Art. 511(1), Art. 512(1), Art. 521(1)) (the provisions it rests on)
In a sale between merchants, the buyer must inspect the goods without delay on receiving them and must notify the seller at once of any failure to match the contract in kind, quality or quantity it finds — or of a failure in kind or quality that could not be found at once but is found within six months — or it loses the right to a cure, a price reduction, damages or cancellation for it, unless the seller knew of the failure. A buyer that rejects the goods, even after cancelling the contract, must keep or deposit (供託) them at the seller's expense — or, if they may perish or be damaged, have them auctioned with a court's permission, keep or deposit the proceeds and tell the seller without delay — and the same goes for goods other than those ordered and for any quantity beyond the order. This duty to keep the goods does not apply where the seller's and buyer's places of business are in the same municipality.(Art. 526(1), Art. 526(2), Art. 526(3), Art. 527(1), Art. 527(3), Art. 527(4), Art. 528(1)) (the provisions it rests on)
If the buyer in a sale between merchants refuses or cannot take delivery, the seller may deposit (供託) the goods, or have them auctioned after demanding that the buyer take them within a reasonable period — at once, without that demand, if they may lose value through damage or otherwise — and must tell the buyer without delay. Where the contract's purpose fails unless it is performed by a set time, a party who lets that time pass without performing finds the contract treated as cancelled, unless the other party at once demands performance.(Art. 524(1), Art. 524(2), Art. 525(1)) (the provisions it rests on)
A carrier (運送人) — a business that undertakes carriage of goods or passengers by land, sea or air — is liable for loss of, damage to or delay of goods between taking them over and delivering them, unless it proves it took due care; for money, securities and other valuables it is liable only if the shipper declared their kind and value, or the carrier knew they were valuables when the contract was made or caused the harm intentionally or by gross negligence. A carrier is liable for harm a passenger suffers in carriage unless it proves due care, and an agreement excusing or limiting its liability for a passenger's death or injury, other than one caused mainly by delay, is void — except for carriage during or under threat of a large fire, earthquake or other disaster, or of a person whom the ordinary jolts of carriage would put in serious danger.(Art. 569(1)(i), Art. 575(1), Art. 577(1), Art. 577(2), Art. 590(1), Art. 591(1), Art. 591(2)) (the provisions it rests on)
A shipowner is liable for harm its master and crew cause others, intentionally or negligently, in their duties. A carrier of individual consignments by sea (個品運送) is liable for loss, damage or delay caused by the ship not being seaworthy, properly crewed, equipped and supplied, or fit in its holds to carry the cargo when it set out, unless it proves it took due care then, and an agreement excusing or reducing that liability is void. A person who saves a ship or its cargo in a marine accident may claim salvage charges (救助料) for the result even without a contract, and losses and costs from steps taken to save ship and cargo from a common danger are general average (共同海損), shared among those with an interest in the ship, cargo and freight, other than crew and passengers, in proportion to their values.(Art. 690(1), Art. 737(1), Art. 739(1), Art. 739(2), Art. 792(1), Art. 808(1), Art. 810(1)) (the provisions it rests on)

Article 1 states the law's own purpose

MerchantsCommercial transactionsTrade namesManagersSales between merchantsCarriage of goodsSilent partnershipsMaritime commerce

264 756 143 66 91

Amendments

A Japanese law is changed by another law or order that rewrites it — an . This law has 1 amendment on the way — , but . Its latest amendments are below. This law's amendments page lists every amendment e-Gov records and, for those whose changes this site has read, shows them provision by provision, in Japanese and English.

Date not yet set

Not yet in force

Act on the Arrangement of Related Acts upon the Enforcement of the Act Partially Amending the Civil Code, etc.

民法等の一部を改正する法律の施行に伴う関係法律の整備等に関する法律

The whole text as it will read, on e-Gov

The date on which the Act Partially Amending the Civil Code, etc. (Act No. 45 of 2026) comes into force. The exact day is not fixed yet.

See what it changes (6 provisions)

6 amendments already in force

24 June 2026
The text on this site
Act on the Arrangement of Related Acts upon the Enforcement of the Act Partially Amending the Civil Code, etc.
民法等の一部を改正する法律の施行に伴う関係法律の整備等に関する法律
The text after this amendment, on e-Gov
1 April 2023
Act Partially Amending the National Public Service Act, etc.
国家公務員法等の一部を改正する法律
The text after this amendment, on e-Gov
1 April 2020
Act on the Arrangement of Related Acts upon the Enforcement of the Act Partially Amending the Civil Code
民法の一部を改正する法律の施行に伴う関係法律の整備等に関する法律
The text after this amendment, on e-Gov
1 April 2019
Act Partially Amending the Commercial Code and the Act on the International Carriage of Goods by Sea
商法及び国際海上物品運送法の一部を改正する法律
The text after this amendment, on e-Gov
2 June 2017
Act on the Arrangement of Related Acts upon the Enforcement of the Act Partially Amending the Civil Code
民法の一部を改正する法律の施行に伴う関係法律の整備等に関する法律
The text after this amendment, on e-Gov
1 April 2016
Act Partially Amending the Local Autonomy Act
地方自治法の一部を改正する法律
The text after this amendment, on e-Gov

Who it applies to

It applies to

Merchants (商人) — anyone whose business is commercial transactions in their own name, and anyone selling goods from a shop or running a mine — on whom Part 1 places duties such as registering a manager and changes to registered matters, and keeping commercial books.(Art. 4(1), Art. 4(2), Art. 10(1), Art. 19(2), Art. 22(1)) (the provisions it rests on)
Anyone party to a transaction that is commercial for at least one party, merchant or not, and public corporations (公法人) for the commercial transactions they carry out, unless laws and regulations (法令) provide otherwise.(Art. 3(1), Art. 3(2), Art. 2(1)) (the provisions it rests on)

4 more

Managers (支配人) and other commercial employees (商業使用人), and commercial agents (代理商) — people outside a merchant's staff who act as its agent or intermediary in its ordinary line of business, who must tell the merchant of each deal without delay and may not compete with it without its permission.(Art. 20(1), Art. 25(1), Art. 26(1), Art. 27(1), Art. 28(1)) (the provisions it rests on)
Businesses whose trade the Code sets rules for: brokers (仲立人), who mediate commercial transactions between others; commission merchants (問屋), who buy or sell goods in their own name for others; freight forwarders (運送取扱人); carriers (運送人); operators of hotels, restaurants, bathhouses and other places customers gather (場屋営業者), who are liable for goods a customer deposits with them unless they prove force majeure; and warehouse operators (倉庫営業者). Those hotel and similar operators are also liable for goods a customer brings in without depositing if lost or damaged through the operator's lack of care, whatever notice disclaiming liability they display, but for money, securities and other valuables only if the customer declared their kind and value on depositing them.(Art. 543(1), Art. 551(1), Art. 559(1), Art. 569(1)(i), Art. 596(1), Art. 599(1), Art. 596(2), Art. 596(3), Art. 597(1)) (the provisions it rests on)
Parties to a silent partnership (匿名組合), in which one party contributes to the other's business in return for a share of its profits: the contribution becomes the operator's property, and the silent partner may not run or represent the business and has no rights or duties toward third parties from the operator's acts — though one that lets its name be used in the operator's trade name is liable with the operator for debts arising after that.(Art. 535(1), Art. 536(1), Art. 536(3), Art. 536(4), Art. 537(1)) (the provisions it rests on)
Those in shipping and marine insurance: shipowners, and part owners of a ship, who must appoint a ship's manager (船舶管理人); charterers; masters (船長); shippers, consignees and holders of bills of lading (船荷証券); salvors; and marine insurers and those they insure.(Art. 686(1), Art. 697(1), Art. 704(1), Art. 708(1), Art. 757(1), Art. 792(1), Art. 815(1), Art. 820(1)) (the provisions it rests on)

Special rules and exceptions (4)

From Article 11 to the end of Part 1 — trade names, transfers of a business, commercial books, managers and other employees, and commercial agents — 'merchant' leaves out companies and foreign companies, and the Companies Act (会社法) sets its own rules for them on trade names, managers, commercial agents and transfers of a business, and for stock companies and membership companies on accounting books. What a company does as or for its business is a commercial transaction under the Companies Act, so this Code's rules on commercial transactions apply to it. Where a company transfers its business to a merchant, Articles 17 to 18-2 of this Code apply with the company treated as the transferor; where a company takes over a merchant's business, the Companies Act's rules on transfers apply instead.(Art. 11(1), Art. 1(1), Companies Act Art. 5(1), Companies Act Art. 6(1), Companies Act Art. 10(1), Companies Act Art. 16(1), Companies Act Art. 21(1), Companies Act Art. 432(1), Companies Act Art. 615(1), Companies Act Art. 24(1), Companies Act Art. 24(2)) (the provisions it rests on)
Small merchants (小商人) — merchants whose business property is worth no more than an amount a Ministry of Justice Order sets, valued as such an Order provides — are outside the rules on registering a business run by a minor or run by a guardian for their ward, the chapter on commercial registration, registering a trade name or its transfer, a transferee's registered disclaimer of the transferor's debts, registering a manager, and the chapter on commercial books.(Art. 7(1), Art. 5(1), Art. 6(1)) (the provisions it rests on)
A ship of less than 20 gross tons is outside the duty to register it and obtain a certificate of nationality under the Ship Act (船舶法), a separate Act.(Art. 686(1), Art. 686(2)) (the provisions it rests on)
Part 3's 'ship' (船舶) is a vessel used at sea for commercial transactions, not a small boat driven only or mainly by oars. For a vessel used for commerce only on lakes, rivers, harbours and other waters that are not the sea (非航海船), the rules on carrying individual consignments by sea and on salvage apply correspondingly, and the rules on collisions apply to an accident between such a vessel and a seagoing ship — not to one between two such vessels.(Art. 684(1), Art. 747(1), Art. 791(1), Art. 807(1)) (the provisions it rests on)

How it is enforced (8)

Most of the Code states what holds between the parties — who is liable for a loss, who may keep goods until paid, when a contract counts as accepted or cancelled — rather than duties backed by penalties.(Art. 575(1), Art. 521(1), Art. 509(2), Art. 525(1)) (the provisions it rests on)
The only penalty in the Code's main provisions is a civil fine (過料) of up to 1,000,000 yen for using, for a wrongful purpose, a name or trade name that could make others take the user for another merchant. A merchant whose business interests are or may be harmed by such use can demand that it stop or be prevented.(Art. 12(1), Art. 12(2), Art. 13(1)) (the provisions it rests on)
If a manager or a commercial agent deals in the merchant's line of business without its permission, the profit the manager or agent, or the third party, made from the deal is presumed to be the merchant's loss.(Art. 23(2), Art. 28(2)) (the provisions it rests on)
Courts decide matters the Code leaves to them: they may order the parties to a lawsuit to produce their commercial books, share the liability for a collision between ships where both sides were at fault by the weight of each side's fault — equally where it cannot be weighed — and fix salvage charges where none were agreed and the amount is disputed, weighing the danger, the result, the effort and cost and all other circumstances.(Art. 19(4), Art. 788(1), Art. 793(1)) (the provisions it rests on)
A third of the salvage charges earned by a salvaging ship goes to its crew, unless the salvor is in the salvage business, and the shipowner sets each crew member's share by a plan it must show them before the voyage ends. A crew member may object to the plan with the maritime authorities (管海官庁) at the first port where an objection can be made; they may correct it, and the owner cannot pay out until they have decided. If the owner fails to draw up a plan, the authorities may order it to on a crew member's request, and decide the shares themselves if it does not comply.(Art. 797(1), Art. 797(4), Art. 797(5), Art. 798(1), Art. 799(1), Art. 799(2), Art. 799(3), Art. 800(1), Art. 800(2)) (the provisions it rests on)
A carrier's liability for damage to or partial loss of goods ends when the consignee takes them without objecting, unless damage that could not be found at once is reported within two weeks of delivery or the carrier knew of it at delivery. Its liability for loss, damage or delay ends unless a claim is brought in court within one year from delivery, or from the day delivery was due if everything was lost; the parties may extend that period by agreement only after the harm has occurred.(Art. 584(1), Art. 584(2), Art. 585(1), Art. 585(2)) (the provisions it rests on)
Other claims expire if not exercised within a short period, counted from the point each provision fixes: after one year, a carrier's claims against the shipper or consignee, claims against a hotel, restaurant or similar operator over customers' goods, claims against a warehouse operator for loss of or damage to goods, and claims for a share of general average; after two years, claims for salvage charges and claims for damage to property from a collision of ships. The one-year periods for hotel and warehouse operators do not run in favour of an operator who knew of the loss or damage.(Art. 586(1), Art. 598(1), Art. 598(2), Art. 617(1), Art. 617(3), Art. 812(1), Art. 806(1), Art. 789(1)) (the provisions it rests on)
Holders of certain claims — for death or injury directly connected with running a ship; for salvage charges or general average the ship must bear; for charges collectable as national taxes that arise from the ship's entering port, using a harbour or otherwise from its voyage, or for pilotage or towage; for costs of continuing the voyage; and the master's and crew's claims from their employment — have a statutory lien on the ship and its gear (船舶先取特権). Such liens rank in that order, except that a salvage claim's lien ranks ahead of those already in existence when it arose, and they take priority over a mortgage on the ship and over other statutory liens. A lien ends one year after it arises.(Art. 842(1), Art. 843(1), Art. 844(1), Art. 848(1), Art. 846(1)) (the provisions it rests on)

How it connects to other laws

Cites this lawLawThis law cites it

6
Financial Instruments and Exchange Act
0
0
Civil Code
4
2
Local Tax Act
0
1
National Tax Collection Act
1
2
Companies Act
0
1
Real Estate Brokerage Act
0
1
Stamp Tax Act
0
0
Bankruptcy Act
1

It also names 20 laws not yet held here.

Where the translation comes from

The Ministry of Justice's translation is shown only where the Japanese it translates matches the law in force today. Everywhere else the English is a machine translation, marked on the paragraph itself.

Only the Japanese is the law, and no lawyer has reviewed the machine translation.

Sources

Everything this page rests on

e-Gov (Digital Agency)商法 — the text in force from 2026-06-24Original
e-Gov (Digital Agency)商法 — revision historyOriginal
Japanese Law Translation, Ministry of JusticeCommercial Code — Ministry of Justice translationOriginal
Machine translation, not official
Machine translation, corrected on review, not official
Written for this site with AIEnglish titles of amending laws, written for this site
Written for this site with AIDescriptions of each law, written for this site
Written for this site with AICorrections to the Ministry of Justice's English of paragraphs
Worked out by this site from e-Gov's text

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