3.Corporate Matters and Procedure

Q5 (Director Seals)

Is it necessary for all directors to affix their registered seals to shareholder and board minutes?

The Companies Act does not establish any special restrictions on affixing seals to minutes, so there is no problem in using a non-registered seal under the Companies Act. However, for registration purposes, such as in the change of a representative director, the registered seal and the company’s representative seal registered at the legal affairs bureau may be required.

Also, even if the minutes are not used for registration purposes, as an acknowledgement to the importance of the minutes as a document, the usual practice in Japan is for the representative director to affix the representative seal of the company, rather than having the directors affix their personal seals.

(Posted: January 27, 2012)