The Ministry of Justice Min-sho, No. 41
March 17, 2017ToLegal Affairs Bureau Directors
District Legal Affairs Bureau DirectorsFromDirector-General of the Civil Affairs Bureau of the Ministry of Justice
(Official seal is omitted)
The account holder of the deposit passbook, in the case where a copy of the deposit passbook of the
payment handling institution is attached as a part of a document evidencing the completion of a
contribution in money as prescribed in Article 34, paragraph (1) of the Companies Act (Notice)
In the application for the registration of incorporation of stock company, in the case of hokki-setsuritu, a
document certifying the amount payed to the payment handling institution which is prepared by the
representative director at incorporation or the representative executive officer at incorporation may be
accepted as a document evidencing the completion of a contribution in money as prescribed in Article 34,
paragraph (1) of the Companies Act (Act No. 86 of 2005) (Article 47, paragraph 2 (5) of the Commercial
Registration Act (Act No. 125 of 1963)) if such document and either of a copy of a deposit passbook of the
institution, or a bill of transaction or other documents prepared by the institution are booked into one
volume (Part 2, I 2 (3) (v) (ii) of the notice by Director-General of the Civil Affairs Bureau of Ministry of
Justice dated as of March 31, 2006, "Handling of the commercial registration after execution of the
Companies Act" (The Ministry of Justice Min-sho, No.782)). The scope of the account holder of the said
deposit passbook shall be handled as follows. Please inform and direct this to each registrar for proper
registration process.
Description
1 The scope of the person who is permitted as the account holder of the deposit passbook
A director at incorporation (including a person who is a representative director at incorporation; the
same shall apply hereinafter), as well as an incorporator, may be permitted as the account holder.
In the case where a copy of a deposit passbook is attached as a document evidencing the completion of a
contribution in money and the account holder of the deposit passbook is a director at incorporation, a
document clarifying that the incorporator has delegated the right to receive the payment to the said
director at incorporation must be attached additionally.
2 Special provisions in the case where all of the incorporators and directors at incorporation do not have
any domicile in Japan
In the case where the fact that all of the incorporators and directors at incorporation do not have any
domicile in Japan is apparent from the descriptions of attachments of a written application for the
registration, the account holder do not have to be an incorporator or a representative director at
incorporation.
In the case where a copy of a deposit passbook is attached as a document evidencing the completion of a
contribution in money and the account holder of the deposit passbook is not an incorporator nor a director
at incorporation is an account holder, a document clarifying that the incorporator has delegated the right
to receive the payment to the said account holder must be attached additionally.
3 Delegation of the right to receipt the payment from the incorporator
In the case of 1 and 2 mentioned above, the right to receive the payment from the incorporator does not
have to be delegated by all of the incorporators or a majority of them. The delegation from at least one of
the incorporators is sufficient.