The information contained in this document is marketing material and for informational purposes only. The information contained in this document is presented without any warranty or representation as to its accuracy or completeness and all implied representations or warranties of any kind are hereby disclaimed. Recipients of this document, whether clients or otherwise, should not act or refrain from acting on the basis of any information included in this document without seeking appropriate professional advice. The provision of the information contained in this document does not establish any express or implied duty or obligation between Citco and any recipient and neither Citco nor any of its shareholders, members, directors, principals or personnel shall be responsible or liable for results arising from the use or reliance of the information contained in this document including, without limitation, any loss (whether direct, indirect, in contract, tort or otherwise) arising from any decision made or action taken by any party in reliance upon the information contained in this document. © The Citco Group Limited, December 2024.
Japan – New Measures for Non-disclosure of Representative Directors’ Address
On the 1st of October 2024, new measures for non-disclosure of representative directors’ address came into effect in Japan.
This follows changes made by the Ministerial Ordinance, amending part of the Commercial Registration Rules (Ministry of Justice Ordinance no. 28 of 2024).
These measures (subject to certain conditions) prevent part of the address of the representative director from being displayed in a registration certificate, registration summary, or registration information provision service (“Certificate of Registered Matters”)
What is a representative director in Japan?
For the most common type of entity in Japan (KK) it is mandatory requirement to appoint a representative director. The representative director possesses the authority to enter into business and legal contracts on behalf of the company.
This person is registered publicly on the official corporate register, and official corporate seal certificate. A company may have more than one representative director if needed.
The local residency requirement for representative directors was abolished in March 2016.
What does this mean for companies?
Companies should carefully consider possible knock-on effects if the representative directors address is partially concealed in any Certificates of Registered Matters.
For example, if a company looks to obtain a loan from financial institutions, it will need to provide additional documents to verify the representative director’s address (for example a company seal certificate).
It is important to note that:
- Companies are not exempt from the registration obligations stipulated in the Companies Act (Act No. 86 of 2005).
- It is still necessary to apply for change of address, if/when the address of the representative director changes
- The address of the representative director must still be written on the application for registration.
Read more about Navigating Entity Management in Japan.
