Articles of Incorporation

What Are Articles of Incorporation?

The Articles of Incorporation (定款, teikan) are the founding constitutional document of a Japanese company. They define the company's legal identity, governance rules, and operational framework. Every kabushiki kaisha (KK) and godo kaisha (GK) in Japan must have articles of incorporation filed at the time of registration.

The teikan is roughly equivalent to a company's articles of association, bylaws, or charter in other jurisdictions. It is the highest-level internal governance document and takes precedence over all other corporate rules and resolutions, provided it complies with Japan's Companies Act.

For a kabushiki kaisha, the original articles must be notarized by a public notary (公証人) before the company can be registered. Godo kaisha articles do not require notarization.

What Information Does It Contain?

• Trade name (商号) — the company's official registered name
• Purpose (目的) — all legally registered business activities the company may engage in
• Head office location (本店の所在地) — the registered address
• Capital structure — stated capital amount and rules for issuing shares
• Shareholder rules — transfer restrictions, meeting procedures, voting rights
• Director terms — appointment procedures, term length, duties
• Fiscal year — the company's accounting period
• Method of public notice — how the company publishes official announcements
• Dissolution provisions — rules governing how the company may be dissolved

Who Needs This Document?

• Investors — to understand governance structure, share classes, and transfer restrictions before investing
• Banks — required for opening corporate accounts and major credit facilities
• Business partners — to verify the company's stated purpose covers the proposed business relationship
• Regulatory bodies — required for various license applications and compliance filings
• Company officers — when amending the articles or restructuring the company
• M&A teams — essential for due diligence in any acquisition or merger

How to Obtain It

From the Company

The company itself holds the notarized original and can provide copies. If you are a shareholder, director, or authorized representative, you can request a copy directly from the company.

From the Legal Affairs Bureau

A certified copy of the articles as filed at the time of incorporation can be obtained from the Legal Affairs Bureau (法務局). The fee is ¥300 per page. Note that if the articles have been amended since incorporation, the filed version may not reflect the current version.

Through JapanCompanyDocs

We obtain certified copies from the Legal Affairs Bureau on your behalf. If you need the current version of the articles (including all amendments), we coordinate with the company to obtain the most up-to-date document.

Processing Time

Certified copies from the Legal Affairs Bureau can be obtained the same day when requested in person. The processing time for obtaining the current version from the company depends on their responsiveness. Through JapanCompanyDocs, typical turnaround is 5-7 business days.

Pricing

The government fee for certified copies is ¥300 per page. Notarization of new articles costs ¥50,000. For JapanCompanyDocs pricing, see our packages page.