下請代金支払遅延等防止法 (下請法) was this Act's title until Act No. 41 of 2025 renamed it from 1 January 2026. The Ministry of Justice's English under that title was the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors (the Subcontract Act).
Act on Preventing Delay in Payment to Small and Medium-Sized Entrusted Business Operators in Relation to Manufacturing Consignment
製造委託等に係る中小受託事業者に対する代金の支払の遅延等の防止に関する法律
Fair dealing for smaller businesses that make, repair, create or transport things or provide services for a larger business — terms stated at once, payment within 60 days, and a list of acts the larger business must not do; until the amendment in force from 1 January 2026, the Act was titled 下請代金支払遅延等防止法 (the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors).
- Text in force since
- Promulgated
- Articles
- 16
- Amendments on the way
- 0
What this law does
- As soon as an entrusting business operator (委託事業者) gives work to a small or medium-sized entrusted business operator (中小受託事業者), it must state the work to be delivered, the price, the payment date, the means of payment and the other matters Japan Fair Trade Commission Rules (公正取引委員会規則) set, in writing or by an electronic means those Rules set. A matter that for good reason cannot yet be decided is stated as soon as it is decided. Where the terms were given electronically and the contractor asks for them on paper, the business must hand over a document without delay, except in cases those Rules set as leaving the contractor's protection unaffected.(Art. 4(1), Art. 4(2)) (the provisions it rests on)
Read the full overview
- The payment date must be set within 60 days of the day the business receives the work (for services or transport, the day they are provided), as early as possible and whether or not it inspects the work. If no date was set, the day of receipt is the payment date; if a later date was set, the last day of those 60 days is.(Art. 3(1), Art. 3(2)) (the provisions it rests on)
- Unless the contractor is at fault, the business must not refuse to accept the work, cut the price, or make the contractor take back goods after accepting them. Nor may it fail to pay by the payment date — paying with a bill (手形), or with any other means hard to turn into the full amount in cash by that date, counts as not paying — unjustly set a price far below what is normally paid for similar work, or force the contractor to buy goods or use services it names, except to keep the work uniform or improve it or for another good reason. It must not cut orders, stop dealing or treat the contractor unfavourably in any other way because the contractor told the Japan Fair Trade Commission (), the Commissioner of the Small and Medium Enterprise Agency () or the minister in charge of the business of a breach of these rules.(Art. 5(1)) (the provisions it rests on)
- The business also must not unjustly harm the contractor's interests by making it provide money, services or other economic benefits for the business, by making it change the work, or redo it after the business has received it, when it is not at fault, or, where the contractor bought materials for the work from the business, by charging or deducting their price, when the contractor is not at fault, before the payment date for the work they were used in. Where costs or other circumstances change and the contractor asks to discuss the price, the business must not refuse the discussion, or withhold the explanation or information the contractor asked for, and set the price on its own.(Art. 5(2)) (the provisions it rests on)
- A business that pays late owes the contractor delay interest (遅延利息) on the unpaid amount, at a rate Japan Fair Trade Commission Rules set, from the day after the 60 days counted from receipt of the work until the day it pays. A business that cut the price when the contractor was not at fault owes the same interest on the amount it cut, from the day it cut it or that day after the 60 days, whichever is later, until it pays that amount.(Art. 6(1), Art. 6(2)) (the provisions it rests on)
- The business must make and keep documents or electronic records of the work delivered, its receipt, the payment and the other matters Japan Fair Trade Commission Rules set, in the way those Rules set.(Art. 7(1)) (the provisions it rests on)
Who is coveredPayment within 60 daysWritten terms of the workActs the business must not doDelay interestFair Trade Commission recommendationsFormer title: Act against Delay in Payment of Subcontract Proceeds
Amendments
A Japanese law is changed by another law or order that rewrites it — an . No amendment to this law is waiting to come into force. 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.
3 amendments already in force
1 January 2026
The text on this site
Act Partially Amending the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors and the Act on the Promotion of Subcontracting Small and Medium-Sized Enterprises
下請代金支払遅延等防止法及び下請中小企業振興法の一部を改正する法律
23 May 2025
Act Partially Amending the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors and the Act on the Promotion of Subcontracting Small and Medium-Sized Enterprises
下請代金支払遅延等防止法及び下請中小企業振興法の一部を改正する法律
1 January 2010
e-Gov gives no title for this amendment
Who it applies to
It applies to
- The Act covers five kinds of work a business gives another business (製造委託等), the first two being these. Manufacturing (製造委託, processing included): making goods it sells or is contracted to make as its business, or their semi-finished products, parts, accessories or materials, or dies or special tools used only to make them, or parts or materials for repairs it does as its business — and, where it makes goods for its own use or consumption as its business, making those goods, their parts or materials, or such dies or tools. Repair (修理委託): all or part of repairs it is contracted to do as its business, or part of the repair of goods it uses, where it repairs them in-house as its business.(Art. 2(6), Art. 2(1), Art. 2(2)) (the provisions it rests on)
- The other three: creating information-based products (情報成果物) — software, films, broadcasts and other works of images or sound, works of letters, figures or symbols, and similar things a Cabinet Order (政令) sets — that it provides or is contracted to create as its business, or creates for its own use as its business (情報成果物作成委託); providing services it offers as its business (役務提供委託); and transporting goods it sells or is contracted to make or repair, or goods carrying an information-based product it is contracted to create, to its customer or someone the customer names (特定運送委託). A construction business having another construction business carry out construction work it has undertaken is not a service contract here; the Construction Business Act (建設業法), a separate Act, defines those terms.(Art. 2(3), Art. 2(7), Art. 2(4), Art. 2(5)) (the provisions it rests on)
4 more
- For manufacturing, repair and transport, and for information-based products and services of kinds a Cabinet Order sets, the duties fall on a corporation with capital (or total contributions) over 300 million yen giving such work to an individual or a corporation with capital of 300 million yen or less, and on one with capital over 10 million and up to 300 million yen giving it to an individual or a corporation with 10 million yen or less. Each, as the Act calls them, is an entrusting business operator (委託事業者), and the business that receives the work a small or medium-sized entrusted business operator (中小受託事業者).(Art. 2(8)(i), Art. 2(8)(ii), Art. 2(9)(i), Art. 2(9)(ii)) (the provisions it rests on)
- For other creation of information-based products and other services, the thresholds are capital over 50 million yen giving work to an individual or a corporation with 50 million yen or less, and capital over 10 million and up to 50 million yen giving it to an individual or a corporation with 10 million yen or less.(Art. 2(8)(iii), Art. 2(8)(iv), Art. 2(9)(iii), Art. 2(9)(iv)) (the provisions it rests on)
- Whatever their capital, a corporation regularly employing more than 300 people is covered when it gives manufacturing, repair or transport work, or information-product or service work of the kinds a Cabinet Order sets, to an individual or corporation regularly employing 300 or fewer, and one employing more than 100 when it gives other information-product or service work to one employing 100 or fewer; the State is not covered by these headcount tests. Bodies named in Article 14 of the Act on Prevention of Delay in Payment under Government Contracts, etc. (Act No. 256 of 1949), a separate Act, are left out of every test.(Art. 2(8)(i), Art. 2(8)(ii), Art. 2(8)(iii), Art. 2(8)(iv), Art. 2(8)(v), Art. 2(8)(vi), Art. 2(9)(v), Art. 2(9)(vi)) (the provisions it rests on)
- Where a corporation controlled by a larger business (capital over 10 million yen, or more than 100 regular employees) takes work from it and passes all or a substantial part of it on to another business that would count as a small or medium-sized entrusted business operator had the larger business given the work directly, the Act treats the corporation passing it on as the entrusting business operator and the one receiving it as the small or medium-sized entrusted business operator.(Art. 2(10)) (the provisions it rests on)
Special rules and exceptions (4)
- Where the work given is a service or transport, the bans on refusing to accept the work and on making the contractor take back goods do not apply, nor does the rule against deducting the price of materials the business made the contractor buy from it, or making the contractor pay for them, before the payment date.(Art. 5(1), Art. 5(2)) (the provisions it rests on)
- Articles 20 and 20-6 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947), a separate Act, do not apply to conduct the Japan Fair Trade Commission has recommended a business put right, but only where the business has followed the recommendation.(Art. 11(1)) (the provisions it rests on)
- For work given before 1 January 2026 that counted as such work under the Act's earlier wording, when it was titled 下請代金支払遅延等防止法 (the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors), Articles 4, 5, 6(2) and 10 as they now read do not apply; the earlier rules on those matters continue to govern it (なお従前の例による). Penalties for acts before that day, and for later acts those earlier rules still govern, follow the earlier rules too. A recommendation made under Article 7 of that earlier wording, before that day or after it under the kept rules, counts as one made under Article 10.(Suppl. Prov. Art. 2(2), Suppl. Prov. Art. 2(3), Suppl. Prov. Art. 4(1), Suppl. Prov. Art. 1(1)) (the provisions it rests on)
- Where the work was given before 1 January 2026, the Act does not apply to making dies other than metal dies (金型), or special tools, or to transport work, given by businesses meeting the capital tests, nor to any work given by businesses meeting the headcount tests. A Cabinet Order sets any further transitional rules the amending Act needs, penalties included.(Suppl. Prov. Art. 2(1), Suppl. Prov. Art. 1(1), Suppl. Prov. Art. 5(1)) (the provisions it rests on)
How it is enforced (7)
- The Japan Fair Trade Commission (), the Commissioner of the Small and Medium Enterprise Agency () and the minister in charge of the business concerned may give an entrusting business guidance and advice (指導及び助言) where they find it necessary for enforcing the Act.(Art. 8(1)) (the provisions it rests on)
- The Commissioner of the Small and Medium Enterprise Agency may investigate whether a business has broken the rules of Article 5 and, on finding that it has, ask the Japan Fair Trade Commission to take appropriate measures under the Act.(Art. 9(1)) (the provisions it rests on)
- Where the Japan Fair Trade Commission finds a breach of Article 5, it is to recommend (勧告) that the business promptly put it right — for example accept the work, pay the price, the amount it cut or the delay interest, take the goods back again, raise the price, take back what it made the contractor buy, or stop the unfavourable treatment. Where the business has ceased to exist through a merger, or the business concerned has passed to another through a company split or a transfer, the recommendation goes to the one that took it over. Even once the breach has ended, the Commission may, where it finds it especially necessary, recommend steps such as making it known that the breach has ended.(Art. 10(1), Art. 10(2)) (the provisions it rests on)
- The Japan Fair Trade Commission, where it finds it necessary to make these dealings fair, and the Commissioner of the Small and Medium Enterprise Agency, where it finds it especially necessary to protect the contractor, may require the business or the contractor to report on their dealings, and have officials enter their offices to inspect books and other items. The minister in charge of a line of business may do the same to businesses and contractors in that line, where it finds it especially necessary to help the Commissioner's investigation. Officials carry and show identification, and the power is not one of criminal investigation.(Art. 12(1), Art. 12(2), Art. 12(3), Art. 12(4), Art. 12(5)) (the provisions it rests on)
- Failing to state the terms, to hand over the paper copy asked for, or to make and keep the records, or making false records, is punished by a fine of up to 500,000 yen on the representative, agent, employee or other worker of the business who did it. Failing to report, reporting falsely, or refusing, obstructing or evading an inspection is punished by the same fine on whoever did it. Where a corporation's representative, or a corporation's or individual's agent, employee or other worker, commits one of these offences in connection with that corporation's or individual's business, the corporation or individual is fined as well.(Art. 14(1), Art. 15(1), Art. 16(1)) (the provisions it rests on)
- The fines in Articles 14 and 15 do not cover the acts Article 5 bans; for those, Article 10 provides the Japan Fair Trade Commission's recommendation. Only if the business follows that recommendation do Articles 20 and 20-6 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947), a separate Act, not apply to the conduct it covered (Article 11).(Art. 14(1), Art. 15(1), Art. 10(1), Art. 11(1)) (the provisions it rests on)
- The Japan Fair Trade Commission, the Commissioner of the Small and Medium Enterprise Agency and the minister in charge of the business may share with each other information about entrusting businesses and contractors that is especially needed to make these dealings fair or protect contractors, as far as enforcing the Act needs. The Commission may also ask the heads of other government bodies for information and other help, as far as enforcing the Act needs.(Art. 13(1), Art. 13(2)) (the provisions it rests on)
How it connects to other laws
It does not cite, and is not cited by, any other law held here.
It also names 3 laws not yet held here.
Where the translation comes from
- 123
- 7
The Ministry of Justice translated only part of this law: the partially unenforced, as the law stood after Act No. 41 of 2025 amended it. The rest of the law has no Ministry translation.
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)製造委託等に係る中小受託事業者に対する代金の支払の遅延等の防止に関する法律 — the text in force from 2026-01-01Original
- e-Gov (Digital Agency)製造委託等に係る中小受託事業者に対する代金の支払の遅延等の防止に関する法律 — revision historyOriginal
- Japanese Law Translation, Ministry of JusticeAct on Preventing Delay in Payment to Small and Medium-Sized Entrusted Business Operators in Relation to Manufacturing Consignment — Ministry of Justice translationOriginal
- Machine translation, not official
- Written for this site with AIEnglish titles of amending laws, written for this site
- Written for this site with AIFormer names of renamed laws
- 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