Company Seals in Japan: Representative and Bank Seals, Certificates

Japanese companies typically use three seals for different purposes: a representative seal registered with the Legal Affairs Bureau, a bank seal registered with the bank, and a square seal (角印, kaku-in) used on invoices and similar documents. Since 15 February 2021, registering a representative seal has been optional when the registration is filed online. A contract is valid without a seal, and electronic contracts using e-signatures are now widely used.

Types of company seal and their uses

The representative seal and the bank seal can be the same. Keeping them separate, however, limits the impact of loss or misuse. Some banks also offer accounts that can be operated without a seal.

Stamping invoices or quotations is not a legal requirement, and a seal is not among the required items of a qualified invoice under the インボイス制度 (Qualified Invoice System). Use the square seal in line with your business partners’ practices.

Registering the representative seal

The representative seal is registered with the Legal Affairs Bureau that has jurisdiction over the head office location. The bureau issues seal certificates for the registered seal.

When to have the seal made

Prepare the representative seal before applying for incorporation registration, because for paper filings it must be stamped on the registration application and the seal registration form. The usual order is as follows.

1. Decide the trade name and order the representative seal, bank seal and square seal.
2. Draft the 定款 (articles of incorporation); for a kabushiki kaisha (KK), have them certified at a notary office.
3. Pay in the capital and apply for incorporation registration, registering the representative seal at the same time.
4. Once registration is complete, obtain a seal card and then a seal certificate.
5. Apply to open a bank account and register the bank seal.

Registration optional since February 2021

Since 15 February 2021, submitting a seal has been optional when the registration is filed online. A seal can be submitted online only at the same time as an online registration application.

For paper filings, including paper applications with a QR code, a seal must still be submitted on paper as before. Because seal certificates may be requested for opening a bank account or for real estate transactions, registering a seal makes procedures smoother.

Size and other requirements

• The seal must fit within a square with sides longer than 1 cm and no longer than 3 cm
• It must be suitable for comparison (avoid seals whose impression tends to blur)
• There are no rules on shape or typeface. It is common to engrave the trade name around the outer ring of a round seal and “Representative Director’s Seal” (代表取締役印) or similar in the centre.

What you need to register

In principle, the seal registration form is stamped with the representative’s personal registered seal and accompanied by a personal seal certificate issued by the municipality. The personal seal certificate must have been issued within the past three months.

Foreign representatives and directors

Foreign nationals with no address in Japan cannot register a seal with a municipality and therefore cannot obtain a personal seal certificate. In that case, a signature certificate (署名証明書) attesting that the signature is the person’s own is used instead.

• The signature certificate must be issued by home-country authorities (such as an embassy, consulate or notarial body).
• Since 28 June 2016, a certificate issued by the home country’s embassy or consulate in the person’s country of residence has also been accepted.
• If the home country’s system does not provide signature certificates, a written statement (上申書) together with a certificate from a Japanese notary or the authorities of the country of residence may be accepted instead.

Foreign representatives can also have a company representative seal made and registered, attaching a signature certificate in place of a personal seal certificate. The registration can also be made by an authorised agent.

When incorporating a KK without a board of directors, seal certificates (or signature certificates) are in principle required for all directors at incorporation. Authentication and translation of foreign documents are explained in Apostilles and sworn statements.

Obtaining a seal card and seal certificates

After registering the representative seal, obtain a seal card from the Legal Affairs Bureau. The seal card is required to request a seal certificate on paper. Online requests are made with an electronic signature.

These fees reflect the revision of 1 April 2025. Seal certificates are required for opening bank accounts, borrowing, buying and selling real estate, important contracts and similar transactions. The recipient may set a validity window, such as “issued within the past three months”.

Commercial registration electronic certificates and e-signatures

A commercial registration electronic certificate is issued by the Legal Affairs Bureau for use in a company representative’s electronic signature. It can be used for online registration applications and other electronic filings. This certificate can now also be requested online, with a fee that depends on its validity period.

Requesting a seal certificate online requires an electronic signature using a designated electronic certificate. Check the Ministry of Justice’s guidance for the types of certificate accepted. For companies whose representative lives overseas, having a commercial registration electronic certificate makes it easier to complete procedures online without travelling to Japan.

Is a seal needed on contracts?

The “Q&A on the Use of Seals” issued by the Cabinet Office, the Ministry of Justice and the Ministry of Economy, Trade and Industry (June 2020) states that a contract is formed by the parties’ meeting of minds. Unless specifically required, a seal is not a condition for a contract to be formed.

Under Article 228(4) of the Code of Civil Procedure, a private document bearing the person’s signature or seal is presumed to be authentic. If you do not use a seal, make sure you can demonstrate authenticity through identity verification records, retained email exchanges, electronic signatures and similar means.

Under the Electronic Signatures Act, electronic data bearing the person’s electronic signature that meets certain requirements is presumed to be authentic. Electronic contracts are considered not to constitute the creation of a “document” subject to stamp duty, so they incur no stamp duty, which is a further advantage. Likewise, a KK’s articles of incorporation require a ¥40,000 revenue stamp if made on paper, but no stamp if certified as electronic articles. For points to watch in contracts, see Key points for contracts under Japanese law.

Managing seals and dealing with loss

• Store the representative seal, bank seal and seal card separately, and designate who may use and who keeps each one.
• Keeping a record of the content and date of each stamped document helps deter misuse.
• If the representative seal is lost, file a change of seal with the Legal Affairs Bureau. If the seal card is lost, file a notice to cancel it.
• If the bank seal is lost, contact the bank immediately and complete the change-of-seal procedure.
• When the representative changes, the new representative registers a seal.
• Where the representative lives overseas, a person in Japan may keep the seals. Set out in internal rules which documents may be stamped and the approval procedure.

Seals registered with banks and the documents needed to open an account are explained in detail in Opening a corporate bank account as a foreign executive.

Summary

Registering a representative seal is optional for online filings, but there are still many situations in which a seal certificate is requested. Foreign directors can use a signature certificate, and e-signatures are an option for contracts. Have seals made to suit their uses, and set clear rules for managing them.

Working with partner judicial scriveners, TIMOA supports incorporation registration including seal registration, preparation of signature certificates for foreign directors, and post-incorporation change registrations. For details, see Japan Entry & Company Setup.