Companies Act

If a foreign company that has not established a business office in Japan specifies a new representative in Japan after registration of the foreign company (excluding cases where the address of the relevant representative is within the jurisdictional district of the registry having jurisdiction over the address of another representative in Japan), the registration of the foreign company must also be completed at the address of the newly specified representative in Japan, within three weeks.

If a foreign company that has established a business office in Japan establishes a new business office in Japan after registration of the foreign company (excluding cases where the location of the relevant business office is within the jurisdictional district of the registry office having jurisdiction over the location of another registered business office), the registration of the foreign company must also be completed at the location of the newly established business office in Japan, within three weeks.

When a representative in Japan of a foreign company that has not established a business office in Japan relocates representative's address to the jurisdictional district of another registry office after registration of the foreign company, the registration of relocation must be completed at the location of the old address within three weeks and the registration of the foreign company must be completed at the location of the new address within four weeks; provided, however, that it is sufficient to have the relocation of the address registered at the location of the new address when the representative relocates the representative's address to the jurisdictional district of the registry office having jurisdiction over the location of the address of another registered representative in Japan.

When a foreign company that has established a business office in Japan relocates its business office to the jurisdictional district of another registry office after registration of the foreign company, the registration of relocation must be completed at the old location within three weeks and the registration of the foreign company must be completed at the new location within four weeks; provided, however, that it is sufficient to have the relocation of the business office registered at the new location when it relocates a business office to the jurisdictional district of the registry office having jurisdiction over the location of the address of another registered business office.

When a foreign company that has not established a business office in Japan establishes a business office in Japan after registration of the foreign company, the registration of the establishment of the business office must be completed at the location of the address of its representative in Japan within three weeks and the registration of the foreign company must be completed at the location of the business office within four weeks; provided, however, that it is sufficient to have the establishment of the business office registered when it establishes a business office to the jurisdictional district of the registry office having jurisdiction over the address of a registered representative in Japan.

When a foreign company that has established a business office in Japan closes all of its business offices in Japan after registration of the foreign company, the registration of the closure of the business office must be complete at the location of its business office within three weeks and the registration of the foreign company must be completed at the location of the address of its representative in Japan within four weeks, except if all of its representatives in Japan of the foreign company intend to resign; provided, however, that it is sufficient to have the closure of all business offices registered when the address of its representative in Japan is within the jurisdictional district of the registry office having jurisdiction over the location of the registered business office.

In the following cases, a court clerk must commission the registration, ex officio, to the registry office having jurisdiction over the location of the head office of the company without delay:

when a judgment upholding a claim relating to any one of the following actions becomes final and binding:

an action seeking invalidation of the incorporation of a company;

an action seeking invalidation of a share issue after the formation of a stock company;

an action seeking invalidation of an issue of share options (if relevant share options are those attached to bonds with share options, they include the bonds concerning relevant bonds with share options; hereinafter the same applies in this Section);

an action seeking invalidation of a reduction in the amount of stated capital of a stock company;

an action for a declaratory judgment of absence of a share issue after the formation of a stock company;

an action for a declaratory judgment of absence of an issuance of share options;

the following actions if matters resolved at a shareholders meeting, etc. have been registered:

an action for a declaratory judgment of invalidation of a resolution at a shareholders meeting, etc. on the grounds that the resolution at the shareholders meeting, etc. does not exist or that the contents of the resolution at the shareholders meeting, etc. violate laws and regulations;

an action seeking revocation of a resolution at a shareholders meeting, etc.;

an action seeking rescission of the incorporation of a membership company;

an action seeking dissolution of a company;

an action seeking dismissal of an officer of a stock company;

an action seeking removal of a member of membership company; or

an action seeking extinguishment of right to execute business or authority of representation of member executing business of a membership company;

when any one of the following judicial decisions is made:

a judicial decision on the appointment of a person who is temporarily to perform the duties of a director (in cases of a company with audit and supervisory committee, a director who is an audit and supervisory committee member or other director), accounting advisor, company auditor, representative director, committee member (meaning a member of a nominating committee, audit committee, or remuneration committee), executive officer or representative executive officer under the provisions of Article 346, paragraph (2), Article 351, paragraph (2) or Article 401, paragraph (3) (including the cases where it is applied mutatis mutandis pursuant to Article 403, paragraph (3) and Article 420, paragraph (3));

a judicial decision on the appointment of a person who is temporarily to perform the duties of a liquidator or representative liquidator under the provisions of Article 351, paragraph (2) as applied mutatis mutandis pursuant to Article 346, paragraph (2) or Article 483, paragraph (6) as applied mutatis mutandis pursuant to Article 479, paragraph (4) (excluding the judicial decision prescribed in paragraph (2), item (i) of the following Article);

a judicial decision revoking the judicial decision set forth in (a) or (b) (excluding the judicial decision prescribed in paragraph (2), item (ii) of the following Article);

a judicial decision revoking a judicial decision on the appointment or selection of a liquidator, a representative liquidator or a liquidator who represents a liquidating membership company (excluding the judicial decision prescribed in paragraph (2), item (iii) of the following Article); or

a judicial decision on the dismissal of a liquidator (excluding the judicial decision prescribed in paragraph (2), item (iv) of the following Article); and

when any one of the following judicial decisions becomes final and binding:

a judicial decision revoking the judicial decision set forth in (e) of the preceding item; or

a judicial decision ordering the dissolution of a company under the provisions of Article 824, paragraph (1).

When a judicial decision ordering the prohibition of a foreign company's continuous transactions in Japan or closure of its business office in Japan under the provisions of Article 827, paragraph (1) becomes final and binding, a court clerk must commission the registration, ex officio, to the registry office having jurisdiction over the locations specified in the following items for the categories of foreign companies set forth respectively in those items without delay:

foreign company that has not established a business office in Japan:the address of its representative in Japan (limited to those whose address is in Japan); and

foreign company that has established a business office in Japan:the location of relevant business office.

If a judgment upholding a claim relating to the actions set forth in the following items becomes final and binding, a court clerk must commission the registrations specified respectively in those items, ex officio, to the registry office having jurisdiction over the location of the head office of each company without delay:

an action seeking invalidation of an entity conversion of a company:registration of dissolution with regard to the company after the entity conversion and registration of restoration with regard to the company effecting the entity conversion;

an action seeking invalidation of an absorption-type merger of a company:registration of a change with regard to the company surviving the absorption-type merger and registration of restoration with regard to the company disappearing in the absorption-type merger;

an action seeking invalidation of a consolidation-type merger of a company:registration of dissolution with regard to the company that is incorporated in the consolidation-type merger and registration of restoration with regard to the companies disappearing in the consolidation-type merger;

an action seeking invalidation of an absorption-type company split:registration of a change with regard to the company effecting the absorption-type company split and the company succeeding to all or part of the rights and obligations held by relevant company in connection with its business by transfer from the company;

an action seeking invalidation of an incorporation-type company split:registration of a change with regard to the company effecting the incorporation-type company split and registration of dissolution with regard to the company that is incorporated in the incorporation-type company split;

an action seeking invalidation of a share exchange of a stock company:registration of a change with regard to the stock company effecting the share transfer (limited to cases where there are provisions on the matters set forth in Article 768, paragraph (1), item (iv)) and the company acquiring all of the issued shares of the stock company effecting the share transfer;

an action seeking invalidation of a share exchange of a stock company:registration of a change with regard to the company effecting the share transfer (limited to cases where there are provisions on the matters set forth in Article 773, paragraph (1), item (ix)) and registration of dissolution with regard to the stock company that is incorporated in the share transfer; and

an action seeking invalidation of a partial share exchange of a stock company:registration of the change with regard to the parent company resulting from a partial share exchange.

In the cases set forth in the following items, a court clerk must commission the registrations specified respectively in those items, ex officio, to the registry office having jurisdiction over the location of the head office of the liquidating stock company without delay:

when an order to commence special liquidation is issued, registration of commencement of special liquidation;

when a ruling to revoke an order to commence special liquidation becomes final and binding, registration of revocation of commencement of special liquidation; and

when a ruling to conclude special liquidation becomes final and binding, registration of conclusion of special liquidation.

In the following cases, a court clerk must commission the registration, ex officio, to the registry office having jurisdiction over the location of the head office of the liquidating stock company without delay:

when the court makes a judicial decision on the appointment of a person who is temporarily to perform the duties of a liquidator or representative liquidator under the provisions of Article 351, paragraph (2) as applied mutatis mutandis pursuant to Article 346, paragraph (2) or Article 483, paragraph (6) as applied mutatis mutandis pursuant to Article 479, paragraph (4) after the commencement of special liquidation;

when the court makes a judicial decision revoking the judicial decision referred to in the preceding item;

when the court makes a judicial decision revoking a judicial decision on the appointment or selection of a liquidator or representative liquidator after the commencement of special liquidation;

when the court makes a judicial decision on the dismissal of a liquidator after the commencement of special liquidation; and

when a judicial decision revoking the judicial decision referred to in the preceding item becomes final and binding.

In the following cases, a court clerk must commission the registration of the relevant provisional order, ex officio, without delay:

when the court issues a provisional order under the provisions of Article 540, paragraph (1) or (2) concerning a right which is categorized as the property of the liquidating stock company and which is registered; and

when the court issues a provisional order under the provisions of Article 542, paragraph (1) or (2) concerning a registered right.

The provisions of the preceding paragraph apply mutatis mutandis to cases where a provisional order as prescribed in that paragraph is changed or revoked or if such a provisional order becomes ineffective.

The provisions of the preceding two paragraphs apply mutatis mutandis to registered rights.

The provisions of the preceding paragraphs apply mutatis mutandis to the liquidation of a foreign company's property in Japan under the provisions of Article 822, paragraph (1), excluding those that are not applicable by their nature.