MK @ Legal Biz Leaf An Assumption of Office, Identification Documents and a Private Seal Certificate
According to the Companies Act in Japan, it is stipulated that the relationship between a Kabushiki-Kaisha and its Officers or financial auditors is governed by the provisions on mandate (Article 330). Thus, both the acts of appointment and acceptance of office are mandatory for a particular person to assume the position of an officer. In this regard, a “Letter of assumption of office” must be submitted to the Legal Affair Bureaus when a company apply for the registration of changing officers.
To: ●● Kabushiki-Kaisha
I hereby give notice of my assumption of office as director of ●● Kabushiki-Kaisha. as of (Date) and submit this letter of assumption of office to you.
(Date)
Address: XXXXXXX, Tokyo
N a m e: XXX XXXX (Signature)
If you are a “newly” elected officers, your residential address shall be included in the letter of assumption of office. Also, the address needs to be matched with the address stated on the certificate of identification, etc.
On the other hand, in the case of reappointment of the officers, the address does not need to be stated, since it is not necessary to submit a new certificate of identification to the Legal Affairs Bureau.
Document to be prepared for the registration vary depending on the position of the officers and whether a company has or has not a Board of Directors.
A company with a Board of Directors
Representative Director: Letter of assumption of office with a personal registered seal or a signature and certificate of personal registered seal or signature certificate
Other common directors, etc.: Letter of assumption of office with a regular seal or a signature and copies of ID document.
The address on a Letter of assumption of office and address on the ID need to be the same. In other word, at a minimum, those ID document must include your name and residential address information; thus, a passport or other document that does not include your address cannot be used for the registration.
If you do not have an official document stating your residential address in your country, then you need to provide a signature certificate as explained below.
Examples of ID documents
A copy of a driver’s license, certificate of residence, etc. prepared by the mayor of a city, town or village or other public official of a foreign country in the course of his/her duties.
Also, it shall be written “The above is the same as the original copy” with date and a signature in the margin.
A company without a Board of Directors
Representative Directors and common Directors: Letter of assumption of office with a personal registered seal or a signature and certificate of personal registered seal or signature certificate
Other auditors, etc.: Letter of assumption of office with a regular seal or a signature and copies of ID.
For a company without a Board of Directors, even an newly appointed ordinary director must affix his/her personal registered seal and attach a certificate of personal registered seal. If he/she does not have such seal, then a signature certificate shall be obtained instead.
Examples of signature certificates
A document containing the following information is authenticated by a notary public.
*Apostille certification is not required.
I, (Full Name), born on (Date), residing at (Residing address), certify that the signature which appears below is, for all intents and purposes, my true and correct signature.
Signature: ______________________________
* In general, the notary public’s certification, seal, and signature will appear below.
Omission of Letter of Assumption of Office by declaring the acceptance at the Meeting
If elected company officers etc. participates in a general meeting of shareholders and immediately declares his/her acceptance of office at the meeting, the statement to that effect in the minutes of the meeting can be used as a letter of assumption of office.
Item No. ● Election of One (1) Director
The Chairman stated that one Director will retire from office due to expiration of his term of office at the end of this Ordinary General Meeting of Shareholders, and thus proposed following person to be a newly elected directors as his/her successor.
The appointee immediately consented to the appointment.
Address XXXX, Tokyo
Director XXXX
Please note that if the minutes of the shareholders’ meeting described above are used as a letter of acceptance of office, the address of the new director must also be stated in the minutes (not required in the case of reappointment).
If a deemed resolution is passed based on Article 319, Paragraph 1, the new director cannot declare his/her intention to assume office at the meeting because the general shareholders’ meeting has not actually been held. Therefore, in this case, a letter of assumption of office must be prepared.
In case of new Representative Director or Director submitting a certificate of private registered seal or a signature certificate, and using the minutes of the shareholders’ meeting as a letter of assumption of the office, the minutes must be signed or sealed with the personal registered seal of the newly appointed person. If there is no such signature or seal, it will be necessary to prepare a separate letter of assumption of office.
When a successor is elected at an ordinary general meeting of shareholders due to the expiration of the term of office of the predecessor director, even if the successor assumes office at the meeting, he or she will assume office as director at the end of the ordinary general meeting of shareholders (He/she is not yet to be a Director during the meeting). Therefore, he/ she can sign or seal the minutes as “Candidate for Director” instead of “Attending Director”.
MK @ 07/07/2022
