Apostille and Sworn Statements for Setting Up a Company in Japan

An apostille is a certificate, exchanged between parties to the Hague Apostille Convention (the convention abolishing the requirement of legalization for foreign public documents), that confirms the official seal or signature on a public document is genuine. A sworn statement (宣誓供述書, also called an affidavit) is a document whose author has sworn before a notary or similar official that its contents are true. When foreign nationals or foreign companies set up a company in Japan, these documents are sometimes used in place of a Japanese seal registration certificate or certificate of registered matters.

When company setup requires foreign documents

Japan’s company formation procedures assume that a seal registration certificate (印鑑証明書), a certificate of residence (住民票) and a certificate of registered matters (登記事項証明書) are available. Where a promoter or officer is a foreign national living abroad, or where a foreign corporation is investing, equivalent documents from the home country are prepared instead.

Documents reviewed by each receiving office

Even for the same document, receiving offices differ on whether they require the original or accept a copy, and on how they view the form of certification. Listing every receiving office at the outset, and noting which documents you need, how many copies and with what certification, helps you avoid having to obtain them again.

For an overview of the whole procedure, see How foreign nationals and companies set up a company in Japan. This article focuses on the types of foreign documents and how certification works.

How to obtain a signature certificate

Foreign nationals who have not registered a seal in Japan sign instead of affixing a seal. In that case, they attach a document in which their home-country authorities certify that the signature is theirs. This is the signature certificate (署名証明書, often called a “sign certificate”). It is used, for example, with a director’s letter of acceptance of appointment at incorporation.

Where to obtain one

• Public authorities or notaries in the home country
• The home country’s embassy or consulate in Japan
• The home country’s embassy or consulate in the country of residence (for those living in a third country)

A Ministry of Justice circular makes clear that certificates issued by home-country authorities located in the country of residence may also be used. In some cases, you can obtain one where you live without returning home.

If certification is unavailable in the home country

Where, for example, the home country has no signature certification system, it may be possible to substitute a written statement from the applicant together with a certificate prepared by a Japanese notary or similar official. Treatment depends on the circumstances, so consult the competent Legal Affairs Bureau beforehand.

What a sworn statement is: when it is used and how to prepare one

A sworn statement (affidavit) is a document in which the author swears to the truth of its contents and which is certified by a notary, consul or similar official. It is used as a substitute where the home country has no resident registration or commercial registration system, or where required details do not appear on official certificates.

Main uses

• Certifying an individual’s name, address, date of birth and similar details
• Certifying a foreign corporation’s trade name, head office, representative, governing law of incorporation and similar details
• Registering a foreign company’s business office in Japan and its representative in Japan

Preparation steps

1. Organize the statements to match the Japanese registration and articles of incorporation (spelling of the trade name, representative, business purposes and so on)
2. Sign before a notary in the home country, or before a consul of the home country in Japan, and obtain certification
3. Prepare a Japanese translation

For the registration of a foreign company, attached documents must be certified by an authorized party, such as the competent authority in the home country or the home country’s consul in Japan. Which authority’s certification is sufficient varies by document, so confirm with the receiving office before preparing it.

Apostille versus official seal certification and consular legalization

Both an apostille and consular legalization certify that the official seal or signature on a public document is genuine. Neither certifies that the contents of the document are correct.

Documents from mainland China and Hong Kong

China acceded to the Hague Convention, and it took effect between China and Japan on 7 November 2023. As a result, apostilles can in principle be used instead of consular legalization both for Chinese public documents used in Japan and for Japanese public documents used in China. Hong Kong and Macao are also included in the Ministry of Foreign Affairs’ list of contracting states and regions. For documents from countries and regions that are not parties, check individually which form of certification the receiving office requires.

An apostille does not guarantee acceptance

The apostille is a system that simplifies certification. Whether to accept a document, and what is required in terms of translation and the form of the original, is for the receiving office to decide. Check in advance with each one, whether the Legal Affairs Bureau, a notary office, a bank or the Immigration Services Agency.

Using Japanese documents in your home country

Conversely, when submitting a Japanese company’s certificate of registered matters or similar documents to a parent company or authority in your home country, you obtain certification from the Ministry of Foreign Affairs.

• Eligible documents are public documents issued by Japanese government offices or local authorities and bearing an official seal. Documents bearing only a personal seal or signature are not eligible.
• Documents must be within three months of their issue date.
• If the destination is a party to the Hague Convention, obtain an apostille; otherwise, obtain official seal certification followed by consular legalization at the relevant embassy or consulate in Japan. Consular legalization may be required even by contracting states.
• Applications go to the Ministry of Foreign Affairs (Tokyo) or its Osaka branch office, in person or by post.
• Depending on the destination country, an attached translation or additional local procedures may be required, so check with the receiving party before applying.

Private documents such as articles of incorporation, minutes and powers of attorney are not, as they stand, eligible for Ministry of Foreign Affairs certification. Put them into the form the receiving party requires, for example by having them certified by a notary, before proceeding.

Translation and timing

When foreign-language documents are attached to a commercial registration application, a Japanese translation must in principle be attached to every one of them.

• For certificates issued by foreign public authorities, fields unrelated to the registration (such as fields for official use by home-country authorities) need not be translated. In that case, state in the translation that they have been omitted.
• Details of the certificate’s issuer (consul, notary and so on) may not be omitted.
• Where the same content is written in two foreign languages, a translation of one is sufficient.

The Immigration Services Agency requires certificates issued in Japan to be submitted within three months of their issue date. Each receiving office also has its own approach to the validity of home-country documents, so work back from the timing of your visa application or account opening when obtaining them.

Why it pays to start early

• Notary offices and consulates in the home country often require appointments
• If the romanized trade name or the address format differs between documents, they will need to be redone
• If one document will be used with several receiving offices, preparing extra originals avoids rework

The documents required, including whether articles of incorporation must be certified, also depend on whether you choose a kabushiki kaisha (KK) or a godo kaisha (GK). For a comparison, see Kabushiki kaisha vs godo kaisha. If you will apply for a visa as the company’s manager after incorporation, also review Business Manager visa application documents and processing times so you can prepare documents together.

Summary

In company setups by foreign nationals and foreign companies, signature certificates may be used in place of seal registration certificates, and sworn statements in place of certificates of residence or certificates of registered matters. Apostilles and consular legalization are procedures that show these documents are genuine. The documents and form of certification required depend on the receiving office and the type of document.

Working with partner judicial scriveners (司法書士) and administrative scriveners (行政書士), TIMOA supports the full Japan Entry & Company Setup process, from identifying the home-country documents you need and drafting sworn statements to translation and advance checks with the Legal Affairs Bureau and notary offices.