Relocation of the Head Office within or outside Jurisdiction

Relocation of the Head Office within Jurisdiction and outside Jurisdiction

The location of a company’s head office is one of the registered matter in the corporate registry. Therefore, when a company relocates its head office, it is necessary to apply to the Legal Affairs Bureau for registration of the change.
It is advisable to remember that the cost of the registration differs depending on whether the head office is being moved within the jurisdiction of the same Legal Affairs Bureau* or to a different jurisdiction, with the latter generally being more expensive.

(*) Jurisdiction: When a judicial scrivener applies for registration, the application form and accompanying documents are submitted to the Legal Affairs Bureau. Each Legal Affairs Bureau has its own jurisdiction according to the location of the company’s head office.

Example:
Minato city (or wards) of Tokyo = Tokyo Legal Affairs Bureau Minato Branch
Shibuya and Meguro city of Tokyo = Tokyo Legal Affairs Bureau Shibuya Branch

Relocation of Head Office Outside Jurisdiction

Relocation of the head office outside of the current jurisdiction involves the following two procedures.

1. Procedures for amending the Articles of Incorporation

Example:
Current Article “Article 3 The head office of the Company shall be located in Minato-ku”
After amendment “Article 3 The head office of the Company shall be located in Shibuya-ku.

2. Procedures for determining the specific address of the head office and the date of relocation

The body to determine (1) and (2) above depends on whether the company has a Board of Directors or not.

A Company without a Board of Directors
1. Amendments to Articles of Incorporation: Resolution at a general meeting of shareholders (special resolution)
2. Determination/ Resolution of the specific address of the head office and the date of relocation: Determination of a majority of Directors or resolution at a general meeting of shareholders (ordinary resolution)
Note: In most cases, the general shareholders’ meeting collectively resolve (1) and (2) above, unless there are special circumstances such as the specific address and relocation date not being determined at the time of the general shareholders’ meeting.

A Company with a Board of Directors
1. Amendments to Articles of Incorporation: Resolution at a general meeting of shareholders (special resolution)
2. Resolution of the specific address of the head office and the date of relocation: Resolution at a Board of Directors’ meeting
Note: Generally, a Board of Directors resolves the address of the head office and date of the relocation at the same time when passing a resolution regarding the convocation of a general meeting of shareholders (or regarding of making proposal to shareholders).

Relocation Date and Effective Date

In the case of relocation of the head office outside of the jurisdiction, the relocation actually takes effect when both resolution of (1) and (2) above are fulfilled. Therefore, even if only the specific address and relocation date are determined, the head office relocation will not take effect until the resolution to amend the Articles of Incorporation is passed.

Relocation of a head office outside of jurisdiction and a registration of seal

When the head office is relocated outside of the current jurisdiction, a new corporate seal shall be registered to the new jurisdiction’s Legal Affairs Bureau and an application for the issuance of a corporate seal card shall be made as well. Once a new corporate seal card is issued, the old one can no longer be used.

Relocation of head office within the jurisdiction

When a company is relocating the head office within the current jurisdiction, there is no need to amend the Articles of Incorporation.

Example:
Articles of Incorporation: “Article 3 The head office of the Company shall be located in Minato-ku” ← If the relocation is made within the same Minato-ku, there is no change in the Articles of Incorporation.

A resolution or a determination of the specific address and date of relocation by the Board of Directors or with a majority of the Directors/ at a general shareholders meeting is all that is required.
In addition, there is no need to re-register the corporate seal and apply for the issuance of a corporate seal card.

Conclusion

• The overall cost of relocation outside of the jurisdiction is higher.
• When relocating the head office outside of the jurisdiction, both resolutions (1) and (2) below are required
  (1) A resolution to amend the Articles of Incorporation by a general meeting of shareholders (special resolution)
  (2) Determination of the specific address and date of relocation by the Board of Directors or determination of a majority of the directors/by a general meeting of shareholders (ordinary resolution).
• In the case of relocation of head office within the jurisdiction, the following resolutions are required
• Determination of the specific address and date of relocation by the Board of Directors or determination of a majority of the directors/by a general meeting of shareholders (ordinary resolution).

MK@ 06/16/2022