When incorporating a Kabushiki Kaisha in Japan, you must prepare articles of incorporation. Articles of incorporation set out the company’s name, purposes, governance structure, and operating rules, and function as the company’s “constitution.” All corporate decision making is ultimately carried out within the framework of the articles of incorporation.

１．Required Contents and the Preparation Process

The contents of articles of incorporation are broadly divided into two categories.

The first category is “absolute mandatory items.” These are items that must be included as a matter of law, such as the company’s purposes, company name, head office location, the value of property contributed upon incorporation, and the name(s) of the incorporator(s). If any of these are missing, the articles of incorporation themselves become invalid.

The second category is “relative mandatory items.” The absence of these items does not invalidate the articles of incorporation, but they take legal effect only if expressly stated in the articles of incorporation. A typical example is a restriction on the transfer of shares.

As for the preparation process, the incorporator(s) first prepare the articles of incorporation and must then obtain notarization by a notary at a Japanese notary office. Only after notarization do the articles of incorporation become legally effective. Electronic articles of incorporation are also permitted. In that case, the JPY 40,000 stamp duty that would otherwise apply to paper articles is not required.

２．Articles of Incorporation Are Not Public

Under Japan’s commercial registration system, information such as the company’s name, address, officers, and capital is recorded in the commercial registry and is publicly accessible. However, the articles of incorporation are not part of the registry. Although the articles of incorporation are notarized at the time of incorporation, they are not generally made public, and business partners or competitors cannot freely access them.

That said, shareholders may request to inspect and copy the articles of incorporation from the company (Companies Act, Article 31). In addition, as to the articles of incorporation at the time of incorporation (the original articles), it is possible to request a certified copy from a notary office. Accordingly, “not public” does not mean they are completely secret.

３．Practical Points for Foreign Companies

(1) Company Purposes

The articles of incorporation must specify the company’s business activities as its “purposes” in concrete terms. As a basic principle, the company is expected to conduct its business activities only within the scope of the stated purposes. For this reason, it is important in practice to include in advance any business lines the company may pursue in the future.

On the other hand, if the purposes are drafted too broadly or vaguely, the Legal Affairs Bureau may request corrections during the registration process. Setting purposes that are both specific and forward looking is the first key point when drafting articles of incorporation.

(2) Restrictions on Share Transfers

Many unlisted companies stipulate in their articles of incorporation that “the transfer of shares requires the approval of the board of directors (or the general meeting of shareholders).” This prevents unfamiliar third parties from becoming shareholders without authorization.

It is also common for foreign-affiliated companies to include this provision when establishing a Japanese subsidiary. However, whether to include exceptions—such as for transfers of shares within the parent company group—must be considered in conjunction with the group’s capital policy.

(3) Information Not Included: Shareholder Names Are Not Visible

Hearing that articles of incorporation are a company’s “constitution,” some may assume that they include all corporate information. However, one important item is not included: shareholder names. The only personal names appearing in the articles of incorporation are those of the incorporator(s) at the time of incorporation. Even if shareholders change after incorporation, that information is not reflected in the articles of incorporation. Moreover, shareholder information is not recorded in the commercial registry either. In Japan, the shareholder registry (Kabunushi-meibo) is maintained internally by the company and is, in principle, not available to the public. Many foreign businesspeople assume they can identify shareholders by checking the registry, but that is not how the Japanese system works. If you need to confirm the shareholder structure, it is standard to obtain disclosure of the company maintained shareholder registry (Kabunushi-meibo) through due diligence.

４．Can English Be Included Alongside Japanese?

One question frequently asked by foreign companies is, “Can the Articles of Incorporation be drafted in English?” The conclusion is that legally valid Articles of Incorporation must be drafted in Japanese. While it is possible to create “bilingual Articles of Incorporation” with English text included alongside the Japanese, only the Japanese text is legally binding. In the event of any discrepancy in content, the Japanese text takes precedence.

That said, preparing an English translation for internal use or for reporting to the parent company is very useful in practice. It facilitates smooth information sharing with staff and directors from the home country who are unfamiliar with Japan.

５．How to Amend the Articles of Incorporation

The Articles of Incorporation are the “constitution of the company.” Just as the constitution cannot be easily rewritten, strict procedures are required to amend the Articles of Incorporation.

Specifically, a special resolution of the general meeting of shareholders is required. This is a process with a higher threshold than a standard resolution, requiring that “shareholders holding a majority of the voting rights be present, and that at least two-thirds of the voting rights of the shareholders present vote in favor” (Companies Act, Article 466; Article 309, Paragraph 2, Item 11). Management cannot make these changes unilaterally; they require the consensus of the shareholders as a whole. Furthermore, if the changes involve registered matters such as the company name, head office location, or corporate purpose, procedures to amend the corporate registry are also required. It is also important to properly manage and share the amended articles of incorporation within the company.

６．Conclusion

Articles of incorporation are a core corporate document, but their content and how they are handled can vary significantly across jurisdictions. In Japan, it is particularly important in practice to understand how to set purposes, design share transfer restrictions, and comply with amendment procedures. It is also important to keep in mind that articles of incorporation do not reveal all corporate information, especially because shareholder information is generally not visible from outside the company under the Japanese system.

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