For foreign companies considering the incorporation of a company in Japan, one practical aspect that should be understood is the Japanese seal system.
In Spain, the expression of a company’s will and the verification of representative authority are generally carried out by means of signatures, including electronic signatures. In contrast, in Japan, although digitalization has advanced in recent years, seals — in particular the registered corporate seal and the seal certificate — continue to play an important role in company incorporation, banking transactions, contractual practice and administrative procedures.
The use of seals originates from a seal culture widely found in East Asia, including Japan. However, a particular feature of current Japanese practice is that, for both individuals and legal entities, registered seals and their corresponding certificates are still widely used as means to reinforce personal identification, the verification of authority and the expression of intent.
To understand the Japanese seal system, it is necessary to distinguish between a registered personal seal and a registered corporate seal. A registered personal seal is a seal registered by an individual with the relevant municipality. Once registered, a personal seal certificate can be obtained. This certificate may be used to confirm the individual’s intent in real estate transactions, inheritance procedures, company incorporation procedures, important powers of attorney and other significant legal acts.
By contrast, the registered corporate seal is the seal of the company’s representative that is filed with the Japanese Legal Affairs Bureau. It is commonly referred to as a “registered corporate seal”, “representative seal” or “round seal”. The registered corporate seal is used when the company executes important contracts, registration documents, banking documents, powers of attorney and other relevant documents.
When the corporate seal is filed with the Legal Affairs Bureau, the company may obtain a seal certificate. This certificate verifies that the affixed seal corresponds to the seal officially filed by the company and, in practice, is regarded as an important document to reinforce the company’s expression of intent and to confirm the representative authority of its officers.
That said, reforms have been introduced in recent years regarding the filing of the corporate seal. Since 15 February 2021, when a commercial registration application is submitted online, the filing of the seal with the registry office has become optional. Therefore, from a formal perspective, in certain fully online procedures it is possible to complete the incorporation registration of a company without filing the corporate seal with the Legal Affairs Bureau.
However, this does not mean that the corporate seal is no longer necessary in practice. In applications submitted in paper form, or in applications made by a representative using a paper power of attorney, the filing of the seal remains necessary. In addition, after the company has been incorporated, there are many situations in which the affixing of the registered corporate seal or the submission of the seal certificate may be required, for example, for opening bank accounts, financing transactions, office lease agreements, important commercial contracts and administrative procedures.
For this reason, when a foreign company establishes a subsidiary, branch or other business presence in Japan, it is advisable to prepare a registered corporate seal and file it with the Legal Affairs Bureau. In particular, where the Japanese company will open a bank account, enter into contracts in Japan, hire employees, lease an office or maintain ongoing relationships with financial institutions or administrative authorities, it is highly likely that the registered corporate seal and the seal certificate will be required.
Furthermore, the corporate seal should not be regarded as a mere formality. In Japanese practice, documents affixed with the registered corporate seal may be treated as documents reflecting the formal will of the company. Therefore, when a foreign company incorporates a Japanese company, it is important to clearly define who will keep custody of the corporate seal, who will be authorized to use it, what internal approvals will be required before its use, how such use will be recorded, and how it will be coordinated with the approval authority of the foreign parent company. Poor management of the corporate seal may create risks of documents being issued contrary to the company’s will or acts being carried out beyond the authorized scope of authority.
2. Signature certificate for residents outside Japan
Another particularly relevant aspect for foreign companies is the issue of seal certificates for persons residing abroad. Persons who have a registered residence in Japan may register their personal seal with the relevant municipality and obtain a personal seal certificate. However, persons who reside abroad and do not have a registered residence in Japan normally cannot register a seal with a Japanese municipality or obtain a Japanese seal certificate.
In such cases, Japanese nationals residing abroad may obtain a signature certificate from a Japanese embassy or consulate and use it as a substitute document for the seal certificate. By contrast, in the case of foreign nationals, including Spanish citizens, the usual practice is not to obtain a signature certificate from a Japanese diplomatic mission, but rather to obtain the relevant signature certification from a notary public or other competent authority in their place of residence.
3. Conclusion
In conclusion, although the filing of the corporate seal in Japan has become optional in certain online procedures, the registered corporate seal and the seal certificate continue to play an important practical role in banking transactions, contract execution and administrative procedures after incorporation. In order for a Spanish company to commence its activities in Japan smoothly, it is not sufficient to consider only the minimum legal requirements. It is also advisable to take Japanese practice into account and to analyse in advance the preparation and registration of the corporate seal, the internal control system for its use, and the need for signature certificates for persons residing outside Japan.
Satoshi Minami
Vilá Abogados
For more information, please contact:
15th of May 2026
