How to make good use ofJapanese Notaries
1. Features of Japanese notary system
1) What does a notary do?
A notary is a special public official undertaking notarization duties.

A

notary is appointed by the Minister of Justice, and belongs to the Legal Affairs
Bureau or the District Legal Affairs Bureau.
The duties of a notary include creation of notarial instruments,
authentication of private documents and articles of incorporation, and theattachment of officially-attested dates to documents.

2) Who can become a notary?
Currently, any person who fulfils the following criteria is eligible forappointment by the Minister of Justice:(a)

Any person qualified as a judge, public prosecutor or attorney;(b)

Any person selected by the Notary Selection Committee, whopossesses academic and practical skills equivalent to those
professionals listed under (a) above, and who has been engaged inlegal affairs for many years.

3) How did Japanese notary system develop?
The Japanese notary system started with the Notary Rule of 1886. While
this Notary Rule was modeled on French notary system, apparently it was also1

influenced by the laws of the Netherlands.

Under this Rule the notary's authority

was limited to the creation of notarial instruments.
The current Notary Act, influenced by Germany (then Prussia), was passed
later in 1909 and the1886 Notary Rule was abolished.

The Notary Act provides forthe authentication of private documents, along with the creation of notarial
instruments, as part of the notary's work authority.
The Notary Act has since been revised several times to achieve its current
form.

In 1938, the authentication of articles of incorporation when a company isestablished was added to the notary's role.

In 1996, a system of sworn statements(affidavits) for the attestation of private documents was established.

Then, in 2000,

additional authority was given for electronic notarization including assignment of
an electronic officially-attested date and electronic authentication of private
documents.

In 2002 this was extended to the electronic authentication of articles

of incorporation.

4) Notaries Organization
In Japan, there are 50 Notaries Associations, one in each districtjurisdiction of the Legal Affairs Bureau, or the District Legal Affairs Bureau.

The

Japan National Notaries Association (“Nippon Koshonin Rengokai” in Japanese) is
the national organization.
The Japan National Notaries Association aims at developing the notarial
system, as well as improving the notarial services and the quality of notaries bygiving guidance and communicating with local Notaries Associations and individual
notaries. The Japan National Notaries Association has one president, seven vicepresidents, twenty-five directors, and two auditors.

Several administrative

directors and two executive directors are elected from among the directors.

A

general meeting is held once a year and executive board meetings are held about
three times a year.
The Japan National Notaries Association has the following ninecommittees: (1) Regulation Committee, (2) Planning Committee, (3) Public
Relations Committee, (4) Foreign Affairs Committee, (5) Document Form

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Committee, (6) Editorial Committee, (7) Electronic Notarization Committee, (8)Notarial System Committee, and (9) Notary Ethics Committee.
The Japan National Notaries Association joined the International Union of
Notaries in 1977 and three vice presidents and several councils of the Union have so
far been elected from the members of the Japan National Notaries Association.

2. Notarial instrument
1) What is a notarial instrument?
A notarial instrument is an official document prepared by a notary inaccordance with the law.

As these are official documents, in addition to having ahigh level of evidential value, if an obligor (debtor) defaults on a debt, it is possible
to enforce seizure of the debtor's real estate, personal assets and claimable assets inJapan based on a notarial instrument without any court judgment being rendered.

2) What types of notarial instruments are there?
Notarial instruments include, without limitation:-

Notarized wills/will instruments;-

Notarial instruments for contracts pertaining to monetary loans;-

Notarial instruments related to payment of damages for mental
anguish or payment of child support, in connection with divorce; and-Notarial instruments relating to the leasing of land or buildings.

3) Can I have a notarized will made even if I am a foreign national?
If a foreign national resident in Japan has a will prepared at a notary officein accordance with Japanese law, the form of that will is valid in Japan.

However,

unless the laws of the person's nationality allow the application of the laws of Japanto the formation and validity of the will, or rules pertaining to inheritance, thenthey will be subject to the laws of the person's nationality.
thorough knowledge of that country's laws.

3This in turn requires a4) Can a notarial instrument be made by an agent?
A notarial instrument can be requested not only by the parties concerned
but also by an agent.

However, a will and a voluntary guardianship contract

cannot be drawn by an agent.

When making a request, the parties concerned must

prove their identities with their registered seal certificates or the like.

The agent

must present a power of attorney, and confirm their identifications.

5) What are the fees for making notarial instruments?
The fees notaries can charge are fixed by a Cabinet Order.
a.

The basic fees for making notarial instruments concerning

contracts, wills etc. are principally determined according to the Notarial Value asfollows.
Notarial Value (yen)Fee (yen)Less than and including 1 million

5,000Over 1 million to 2 million

7,000Over 2 million to 5 million

11,000Over 5 million to10 million

17,000Over 10 million to 30 million

23,000Over 30 million to 50 million

29,000Over 50 million to100 million

43,000Over 100 million to 300 million

43,000+13,000 per 50 million

Over 300 million to 1 billion

95,000+11,000 per 50 million

Over 1 billion

249,000+8,000 per 50 millionb.
examples below.

The above fees are for one juristic act.

For clarification see theIf a contract is unilateral, like a donation or a loan, the value ofthe donated property or the loan is the “Notarial Value” (see the table above).

If acontract is bilateral like an exchange, the combined value of the exchanged items is
the Notarial Value.

And in the case of a bilateral contract in which one party pays

money for a thing or service, the Notarial Value is determined by doubling theamount paid.

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Example: The Notarial Value of a sales contract in which the buyer pays
one million yen for merchandise would be two million yen, making the fee 7,000 yen.
c.

If a contract concerns periodic payments, the total amount of

payment during the whole term is the Notarial Value, but if the payment term
exceeds 10 years, the calculation is capped at 10 years.
Example: In a lease contract, if the lessee leases a house for three years
with a rent of 100,000 yen per month, the Notarial Value is 7,200,000 yen (=100,000 yen/month x 36months x 2 (bilateral)), making the fee 17,000 yen.
Example: If, in a divorce case, a husband agrees to pay 50,000 yen permonth for child support until the 3-year-old child becomes of age (20), the Notarial
Value is 6,000,000 yen (= 50,000 yen/month x 12months x 10 (maximum of years)),
making the fee 17,000 yen.
d.

In the case of a will, the number of juristic acts is calculated by the

number of beneficiaries.
Example：In a will, if the testator’s wife is bequeathed land worth 70

million yen and savings worth 40 million yen, totaling 110 million, his son isbequeathed savings worth 30 million yen, and one of his friends is bequeathed 1
million yen in cash, the fee would be 84,000 yen (= (43,000 yen+13,000 yen) + 23,000
yen + 5,000 yen).
But if the total amount of an inheritance is 100 million yen or less, a special
fee is added to the fee calculated as stated above.
e.

In the case where the Notarial Value cannot be measured (forexample in the case of voluntary guardianship contract), the fee is fixed at 11,000
yen.
f.

There are some other rules and various fees besides the basic fees.

Please ask the notary to whom you are going to entrust about them.

53. Authentication of Private Documents
1) What is authentication of private documents?
A notary certifies that the private document is genuine. Specifically, if aperson takes a private document to a notary office and either signs it in thepresence of the notary, or in cases such as where the individual acknowledges byhim/herself or by his/her agent that the signature on the private document is
his/her own in the presence of the notary, the notary adds a note on the private
document whereby, by virtue of its evidential value, the genuineness of that
document is certified.
As the notarizing authority of a notary is limited to private documents,
official documents will never be the subject of authentication.
The content of documents to be authenticated must be lawful.

Anydocuments containing matter that is illegal or invalid, or documents that might
possibly be used in a crime cannot be authenticated.
Depending on the circumstances, any document to be authenticated thathas had text inserted, deleted or altered may be ineligible for authentication, or thenotary may record those circumstances on the authenticated document.

2) When is private document authentication required?
Even when a private document is received with the signature or name-sealof the writer, it is not known whether the person who prepared it actually signed oraffixed his/her name-seal on it.

Authentication by a notary is a system certifyingthat the person did prepare the document.
In particular, documents used overseas often require authentication by anotary.

3) What evidence is required for authentication of private documents?

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When the signatory of a private document comes to a notary office seeking
authentication, any one of the following six types of document is required, in
addition to the document to be authenticated.
1.

Passport

2.

Driver's License

3.

Residents Registration Card (with a full-frontal face photograph)4.

Individual Number Card (so-called My Number Card)

5.

Certificate of seal impression and the registered seal
(If an impression of your seal has been registered with the city hallor ward office, this is the document that certifies this fact.

The'registered seal' refers to the seal of which the seal impression was
registered with the city hall or ward office.)
6.

Residence Card

If the signatory is signing in his capacity as representative director of acompany, the certificate of seal impression of the representative director andcertificate of registration of the company are required.

4) How do I obtain authentication of private documents, such as certificates issued
by private universities or banks, for which it is difficult in practice to obtain powerof attorney from the issuer for the purpose of authentication?
If the person prepares a declaration in which what the person wishes toconvey to the recipient is stated and the document in question is attached as an
exhibit, then a notary can authenticate the signature of the person who executes
this declaration.

5) What are the fees for private document authentication?
The fee for authentication of private documents written in a foreign
language is normally 11,500 yen per document.

However, powers of attorney

written in a foreign language are 9,500 yen per document.

6) What is an affidavit or sworn statement?

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This involves swearing in front of a notary that the content of the private
document is true.

Sanctions will be applied in case of false statement.

In someinstances a public office in a foreign country requires submission of private
documents sworn by the party concerned as to the truthfulness of its contents andnotarization by a notary to that effect.

In these cases an affidavit should be used.

The fee for notarization of an affidavit written in a foreign language is
17,000 yen per document.

7) What should I do after I obtain authentication from a notary in the case of adocument for use in a foreign country?
When a private document is to be presented in a foreign country, soleauthentication by a notary is insufficient.
In general, once authentication from a notary has been received, further
authentication must be obtained from a Director of the Legal Affairs Bureau(District Legal Affairs Bureau) to which that notary is attached.
This authentication is attached to the private document authenticated bythat notary. The Ministry of Foreign Affairs then attests that the official seal of the
Director of the Legal Affairs Bureau is true. Finally, the consulate of the countryin Japan to which the documents will be presented makes its certification (called"consular authentication").
In instances where the overseas recipient of the private document is anorganization (such as a private company, and where there is no objection by theother party such as when there is no requirement for submission of the document toan official body in the recipient country) then sole authentication by a notary issometimes acceptable.
Japan is a member country of the 1961 Hague Convention under whichauthentication by a consular official is unnecessary.

Therefore, if used among

member countries of the convention, as long as the apostille of the Ministry ofForeign Affairs is obtained in the form prescribed by the convention, "consular8

authentication" is not required and the private document may be sent immediately
to the overseas party.
If the recipient is located in a foreign country which is a member country of
the Hague Convention, the notary offices in Tokyo, Kanagawa, Osaka, Aichi and
Shizuoka Prefectures will produce authenticated documents with an apostilleaffixed so that once a notary authentication is obtained the document can be
immediately submitted to the overseas party.

Even if the document is sent to aforeign country which is not a member country of the Hague Convention, the above
notary offices will prepare authentication documents attested by the Director of theLegal Affairs Bureau and the Ministry of Foreign Affairs, which means there is noneed to go to either of these offices again, and after receipt of notary authentication,
all that will be required is "consular authentication" from a local embassy or
consulate.
Even if a country is not a member country of the Hague Convention, there
are several countries that allow special simplified treatment.

Please ask at yournearest notary office.

4. Authentication of articles of incorporation
1) What are articles of incorporation?

Articles of incorporation are essentially the constitution of a corporation
and are rules relating to its purpose, internal organization and activities.

This

term can also be used to refer to written documents that record these or to anelectronic record of the same.
When certain companies like a stock corporation (kabushiki kaisha) are set
up, the validity of its articles of incorporation will not be recognized unless they arenotarised by a notary.

The work associated with this authentication shall behandled by a notary attached to the Legal Affairs Bureau or the District Legal
Affairs Bureau that has territorial jurisdiction over the district in which thecompany's head office is to be located.

9Articles of incorporation changed after the company is set up need not be
notarized.

2) What is the Reporting System of Beneficial Owners?
In accordance with the amendment of the Ordinance for Enforcement of theNotary Act, since November 2018, a client such as an incorporator/founder of stockcompany, general incorporated association and general incorporated foundation isrequired to report a notary about information of a beneficial owner’s name, address,
date of birth, etc. and whether the beneficial owner is an organized crime groupmember and/or international terrorist at the time of establishing the legal entity.
A beneficial owner is a person below:
In case of stock company;(1) a person who holds shares over 50 per cent,(2) if no one holds share over 50 per cent, a person who holds share over 25 per cent,(3) if there is no one satisfying the requirements of (1) and (2) above, a person who
has controlling influence over business activities of the company, or(4) if there is no one satisfying the requirements of (1), (2) and (3), a representative
director of the company to be established.
In case of general incorporated association and general incorporated foundation;(a) a person who has a power to influence over business activities of theassociation/foundation, or(b) if there is no one satisfying the requirements of (a) above, a representative
director of the association/foundation to be established.
If a beneficial owner is recognized as an organized crime group member andthe incorporation of the judicial person is deemed as illegal, a notary cannot
authenticate the articles of incorporation.
This is to prevent unlawful usage of a judicial person (e.g., money laundering,
providing fund to terrorists, etc.) by an organized crime group member and otherlike through promoting transparency of a judicial person by way of grasping abeneficial owner of a judicial person considering international and domestic
movement in this field.
The Statement of Beneficial Owners must be submitted in Japanese, but justfor your reference, English translation of the Statement is available here (clickhere).
For your reference, this Reporting System of Beneficial Owners is introduced
in “FATF BEST PRACTICES ON BENEFICIAL OWNERSHIP FOR LEGAL10PERSONS” issued on October 2019. See its page 35 available at the website (clickhere):
https://www.fatf-gafi.org/media/fatf/documents/Best-Practices-Beneficial-Ownershi
p-Legal-Persons.pdf.

3) What are the fees for notarizing articles of incorporation?

The fee for notarizing articles of incorporation depends on capital amountor value of property（to be contributed at the incorporation (hereinafter “capitalamount” for the both) indicated in the articles of incorporation in case of a stockcompany and special purpose company:a) the fee of 30,000 yen for the capital amount of less than 1,000,000 yen,b) the fee of 40,000 yen for the capital amount of 1,000,000 yen or more and lessthan 3,000,000, andc) the fee of 50,000 yen for the capital amount of 3,000,000 yen and more.
If only lower limit amount to be contributed at the incorporation is indicated in thearticles of incorporation, the fee is 50,000 yen.
The fee excludes the cost of a certified copy.

Stamp duty incurs anadditional cost of 40,000 yen. However, when articles of incorporation is e-notarized,
there is no need to pay stamp duty.
For your reference, the fee for notarizing articles of incorporation other
than

the

above-mentioned

companies

such

as

generalincorporated

association/foundation, etc. is 50,000 yen as in the past.

4) Do foreign individuals or companies have the legal capacity to incorporate acompany in Japan?

Foreign individuals or companies have the legal capacity to incorporate acompany in Japan.
incorporation, refer to

As for documents required for notarization of articles of
Click5) Introduction of Tokyo One-Stop Business Establishment Center
The Tokyo One-Stop Business Establishment Center unifies theprocedures for establishing a business.

Experts on setting up a company including

a notary and a judicial scrivener are stationed there.

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The Center helps youcomplete filing procedures for certification of articles of incorporation and company
registration etc. which are required to start a business.
URL:

https://www.startup-support.metro.tokyo.lg.jp/onestop/en/

English and Japanese languages are available on the website.
Location: Ark Mori Building, 7th Floor, 1-12-32 Akasaka, Minato-ku, Tokyo
Telephone: +81-(0)3-3582-8352

5. Officially-attesting Dates
1) What is the legal effect of an officially-attested date?
An officially-attested date is the certification of a date.

Some legal acts

include the “first in time principle” that rights belong to the person who concluded acontract first.

Examples include the assignment of a claim or a pledge of rights.

In the assignment of a claim, in order to have priority over a third party, the date ofa contract must be clearly certified using an officially-attested date.

An

officially-attested date is utilized in such instances. However, an officially-attested
date is only the confirmation of a date and it does not certify matters such as thegenuineness of the creation of the document.

2) How do I obtain an officially-attested date?
As an officially-attested date is simply the certification of a date, the person
who created the document does not need to appear before the notary.

Neither a

power of attorney nor a certificate of seal impression is required.
The document which is the subject of the attachment of an officially-attested
date, however, must be a private document duly prepared, and must contain thesignature or the name-seal of the person who prepared it.

3) What are the fees for attesting official dates?
The fee for attaching an officially-attested date is 700 yen per document.

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6. e-Notarization
1) e-Notarization is available for the following five notarial acts.
(1)

Authentication of e-documents
This includes authentication of articles of incorporation preparedin digital form.

(2)

Attaching officially attested date to e-documents(3)

Preservation of notarized e-documents(4)

Supplying a certified duplicate copy of e-documents under (3)above.

(5)

Certifying that an e-notarized document which has been under thepossession of a person other than notaries has not been altered andis identical with the e-document preserved under (3)above.

2) Characteristics of Japanese e-Notarization
Systeme-Notarizationisperformed

throughasystemwhich

iscallede-Notarization Centre. The Centre uses a Virtual Private Network service (VPN).
The Japan National Notaries Association（“JNNA”） owns and maintains the Centre
at its own cost.

The System is built on a PKI (Public Key Infrastructure).

Technical maintenance of the Centre is entrusted by JNNA on acontractual basis to a private company with an established reputation.

Procedure
A client prepares an e-document as a PDF document, and executes a digital
signature on the e-document.
A request for e-notarization is made on-line on the Internet.

For this

purpose, the Ministry of Justice provides a reception page on the Ministry's website
for clients of e-notarization.

Applications accepted on this page are transferred to

the JNNA e-Notarization Centre for notarization by a notary.
A notary downloads the e-document from the server of the Centre to his/herterminal in his/her office, and examines it to see if it satisfies the necessary
requirements for notarisation.
The notary then takes acknowledgement of the e-signer (i.e., client). The
client must appear in person before the notary.

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This is because the generaldoctrine of physical appearance before the notary applies to e-notarization.
However, as noted earlier, agents may participate in place of the principal in
e-notarization.
When the notary is satisfied with the acknowledgement, he/she attaches an
acknowledgement certificate with his/her digital signature to the e-document, andsaves it in a CD or other media for storage to give it back to the client Digital
certificates for notaries are issued by the relevant Government department.

3) Reality of e-Notarization
Statistics show a sharp increase in the number of authentications ofdigitally prepared articles of incorporation.

In 2020, the total number wasapproximately 82,000, eighty-two (82) times more than that in 2004 when the figure
was 1,000.

4) What is e-Notarization through TV phone system?
Before March 2019, even in the case of e-Notarization of articles ofincorporation and other documents as explained above, the client or his/her agent
had to visit a notary office and to take the procedure for his/her identification in thepresence of a notary.
Since 29 March 2019, however, in accordance with the amendment of the
Ministry of Justice Ordinance, e-Notarization of articles of incorporation and otherdocuments has been available by way of identifying the client through TV phonesystem without visiting a notary office if the following requirements are met:a) In case where a client such as an incorporator makes digital signature to articles
of incorporation and applies authentication of a notary through online, orb) In case where a client such as an incorporator authorizing an agent with powerof attorney to which the client’s digital signature has been affixed, and the agent
also makes digital signature to the articles of incorporation and applies
authentication of a notary through online.
In order to obtain e-Notarization through TV phone system, since a client
such as an incorporator or his/her agent applying authentication of a notarythrough online needs some preparatory steps to install computer software such as
Google Chrome for a personal computer or Face Hub application for a smartphone,please contact a notary office beforehand.

147. Notarial instruments for witnessed fact
Notarial instruments for witnessed fact are notarial instruments in which anotary makes a notarial instrument for a fact related to a private right that he/ she
has actually witnessed and experienced. Facts covered by this procedure are:(1) minutes of shareholders meetings;( 2) opening and closing of a safety deposit box
in a bank; (3) the name seal of the owner of the property in a bankrupt estate; (4)the preparation of an inherited property; (5) practice, etc. of an invention. With
respect to (5) “practice, etc. of an invention”, there are two options:(i) a notarial

instrument to be used for witnessed facts to be used for eliminating the novelty of apatent; and (ii) a notarial instrument to be used for witnessed facts to prove prioruse and patent infringement, etc.
The basic fee for making this kind of notarial instrument is 11,000 Yen perhour needed to witness fact and record thereof in an instrument.

8. Petit Advice
Location of the notary office can be obtained from the website of therelevant Legal Affairs Bureau and also from the Japan National Notaries
Association.
Some notary offices have only one notary, who is authorized to prepare
instruments. This notary may, at times, be away from the notary office.

It isadvisable, therefore to make schedule arrangements by telephone in advance of avisit to the notary office.

This will ensure that the required documents arecorrectly prepared, and the procedure is carried out smoothly.
NIPPON KOSHONIN RENGOKAI
Japan National Notaries Association
Daido Life Insurance Kasumigaseki Bld., 5F
4-2 Kasumigaseki 1-chome,
Chiyoda-ku, Tokyo 100-0013
Japan

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Phone:03-3502-8050 (Domestic) +81-3-3502-8050 (International)

Fax:

03-3508-4071 (Domestic) +81-3-3508-4071 (International)

Website:http://www.koshonin.gr.jp

E-mail:honbu@koshonin.gr.jp

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