Articles of Incorporation

What Is a 定款?

The 定款 (teikan) is the foundational governing document of a Japanese company. It is equivalent to the Articles of Incorporation (or company charter) in Western jurisdictions. The teikan defines the company's purpose, internal structure, share classes, governance rules, and other fundamental provisions that govern how the company operates.

Every Japanese company must have a teikan. It is drafted at the time of formation and can be amended later through shareholder resolutions (for a 株式会社) or member consent (for a 合同会社).

What Does It Contain?

The teikan must include certain mandatory provisions as required by the Companies Act (会社法), and may also contain optional provisions chosen by the founders:

Mandatory Provisions (絶対的記載事項)

• Company purpose (目的) — the business activities the company is authorized to conduct
• Trade name (商号) — the official company name
• Location of head office (本店の所在地)
• Amount of stated capital at incorporation (設立に際して出資される財産の価額)
• Names and addresses of founders (発起人の氏名又は名称及び住所)
• Number of issuable shares (発行可能株式総数) — for KK only

Common Optional Provisions

• Share transfer restrictions (株式の譲渡制限) — very common for private KK companies
• Board of directors provisions — composition, quorum, voting rules
• Fiscal year (事業年度)
• Dividend distribution rules
• Share classes (種類株式) — preferred shares, class voting rights, etc.

Original vs. Amended Versions

Original Articles (原始定款)

The 原始定款 (genshi teikan) is the original version of the articles created at the time of company formation. For a 株式会社 (KK), the original teikan must be notarized by a 公証人 (koushoujin, notary public) at a notary office (公証役場). This notarization costs ¥50,000 and is a mandatory step in KK formation.

For a 合同会社 (GK), notarization is not required, which is one reason GK formation is simpler and cheaper.

Amended Versions

When the teikan is changed (for example, to add a new business purpose, change the share structure, or modify governance rules), the company creates an amended version. Amendments require a special resolution at a shareholders' meeting (for KK) with a two-thirds majority of voting rights present. Amended versions do not need to be re-notarized.

Notarization Process

For KK formation, the notarization process works as follows:

1. Draft the articles of incorporation with all mandatory and desired optional provisions
2. Visit a notary office (公証役場) in the same prefecture where the company's head office will be located
3. Present the draft articles, identification documents of the founders, and the seal (印鑑) of each founder
4. Pay the notarization fee of ¥50,000
5. The notary reviews, authenticates, and stamps the articles with the official notary seal

Electronic notarization (電子定款認証) is also available and saves the ¥40,000 revenue stamp that would otherwise be required on a paper-based teikan.

When Do You Need the Teikan?

• Company formation — it is the very first document created in the incorporation process
• Bank account opening — banks frequently request a copy of the teikan alongside the 履歴事項全部証明書
• Certain contracts — some counterparties and government agencies require it to verify the company's purpose and governance structure
• Regulatory filings — various license and permit applications require the teikan as a supporting document
• Due diligence — investors and acquirers review it to understand governance provisions, share restrictions, and founder rights