Amendment of the Articles of Incorporation and Registration

When a company is established, the articles of incorporation is always prepared, but after the company is established, there would be times when the contents of the articles of incorporation need to be changed. How do we change the articles of incorporation and when do we need to register them?

Amendment of Articles of Incorporation

In principle, a general meeting of shareholders is required to change the articles of incorporation of Kabushiki-Kaisha. However, if the head office of the shareholders is located overseas, or if the shareholders resides at several locations it may be difficult for them to gather in one location, a resolution can be deemed to have been passed at the shareholders’ meeting if all the shareholders agree to it. For this, the prescribed procedures are required.


Matters to be registered

If the articles of incorporation have been amended, the amendment must be registered if it is a registered matter. In Japan, not all matters stated in the articles of incorporation are registered, but only those matters specified in the Companies Act are registered as changes.


What are some of the items to be registered?

Corporate name, head office, method of public notice, business purpose, total number of authorized shares, total number of issued shares, paid-in capital, restrictions on transfer of shares, names of directors, names and addresses of representative directors, names of statutory auditors, etc.


Deadline for registering changes

The change must be registered within two weeks of the effective date of the change.

Please note that if you do not register the change within this period, the court (Public Prosecutor’s Office) will send a notice of payment of a fine to the representative director for failing to comply with the registration obligations.

In particular, when the person in charge of operations changes, they may forget the registered term of the office of directors, and there are several cases where the term of office has expired without their knowledge after several years have passed, which may result in an unnecessary fine.

In principle, the term of office is stated in the articles of incorporation, so please check the articles of incorporation carefully.

“Kawasaki One-stop Business Startup Center” can assist you in changing the articles of incorporation and registration even after the registration of incorporation.

Published by

Azumi Johnson

Shiho-shoshi (Registration Lawyer) I'm a Kawasaki, Yokohama, Tokyo-based certified Company Registration Lawyer and one of the very rare few in my profession who can speak English. I help foreign companies and entrepreneurs properly set up their first office. If you are planning to set up your first company in Japan, come to the experts!