Rules of Signature Certificate

Signature Certificate

In the event when assuming an office as a director of a Kabushiki-Kaisha (‘joint stock company’) without a Board of Directors, it is often required to submit a Certificate of Registered Seal (印鑑登録証明書/ inkan to-roku sho-mei sho).

Even non-Japanese people can registered and obtain the Certificate at the city office, as long as they have a Residence card and registered  address in Japan. Therefore, it is more convenient for non-Japanese people to register their seal and obtain a Certificate of Registered Seal, if feasible.

On the other hand, non-Japanese (or Japanese) who have not registered their seals need to prepare a notarized “Signature Certificate”, instead.

There are certain rules regarding where and by whom the notarization to be done. Thus, to avoid obtaining an invalid signature certificate, it is highly recommended to check the basic rule before you go through the procedure.

What is a Signature Certificate?

A certificate issued by a competent government agency of the home country (including the consul of the country and an competent authority in Japan) that the signature is the true signature of the oneself.  

Example: Nationality: British, Country of residence: Singapore　

★ = It is acceptable only in cases of “unavoidable circumstances”. In such cases, a “Petition” addressed to the Legal Affairs Bureau needs to be prepared, stating the such circumstances.
Example: When consul of the home country in residence country (British Embassy in Singapore) does not provide notarization services for signature certificates.

Scope of “unavoidable circumstances”

There is no clear answer as to what constitutes “unavoidable circumstances”.

It is true that even if the British Embassy in Singapore is not able to provide notarization services, a notary in the UK can notarize your signature if you return to the UK. On the other hand, it would be difficult for you to return to the UK just to obtain such certificate. In such a case, it is possible to have a notary in Singapore certify the document with a written Petition, since there are “unavoidable circumstances”.

In the Petition, it is sufficient to state that “I had my signature certificate notarized by a notary in my country of residence (Singapore) because my home country authorities (British Embassy in Singapore) do not provide such services for notarizing signature certificates.

However, if you are planning to return to the U.K. in two weeks, it would be better to have a notary in your home country certifies your signature, since it cannot be said that there are “unavoidable circumstances”.

The “difficulty” involved in the process of notarization does not fall under the category of “unavoidable circumstances. For example, it is not possible to request a Japanese notary public to notarize your certificate, only because it is difficult to make an appointment for certification at the embassy of your home country in Japan.

Online Notarization System

Under the pandemic, the U.S. and some other countries have recently begun an online notarization system whereby a signature can be certified by a notary public online.
Until today, the Legal Affairs Bureau has not provided an official opinion as to whether such notarization can be used for registration procedures.

On the other hand, there are some cases where such certificates have been accepted by the Legal Affairs Bureau in Tokyo. Therefore, if you wish to use the online notarization system, it is advisable to consult with a judicial scrivener first and have them ask the Legal Affairs Bureau in advance.