Guide for Foreign Investors: How to Create a Company Seal
In a previous article that gave an overview of incorporating a company in Japan, one of the requirements is a company seal. This guide will cover more in-depth about the actual creation and registration process.
Introduction to Seals: Hanko and Inkan in Japan
In Japan, a seal (はんこ hanko/印鑑 inkan) functions as a legal signature for individuals and entities. These seals represent official approval and are required in various formal settings. The terms hanko and inkan are often used interchangeably in Japan, but they refer to different aspects of the same practice. Both are types of seals used to authenticate documents, but the main distinction lies in their use and context. Hanko is the general term for any stamp or seal used by individuals or businesses. inkan specifically refers to the physical seal used for official purposes, particularly by corporations.
For personal use, individuals typically have a smaller seal for private transactions. In comparison, businesses require a larger corporate seal, known as a “company seal,” to validate official documents such as contracts and registration papers. The corporate seal often features the company’s full registered name, written in Japanese and sometimes in English, and is typically encased in either a circular or square design. Both personal and corporate seals must be registered with the appropriate authorities for them to be legally recognized and valid for official use.
As previously stated, a company seal is required when registering a company with the Legal Affairs Bureau, ensuring that the company is officially recognized. Additionally, situations where the seal is necessary include opening a corporate bank account, as it serves as an official mark of authorization for financial transactions. Furthermore, the company seal is used to validate contracts with clients and business partners, acting as a legal signature that formalizes agreements and other important documents.
Necessary Documents and Creation Process
To create a company seal, you will need:
- The official name of the company, as registered or intended for registration.
- Confirmation of the seal’s design (size, shape, and inscription).
- A valid identification document for the representative creating the seal (passport or residence card, if applicable).
Company seals can be ordered from specialized seal makers or through online platforms. Traditional seal shops, which can be found in most Japanese cities, offer customized seals designed to meet specific business needs. Alternatively, online platforms provide a convenient option for designing and ordering seals remotely, often with guidance available for non-Japanese speakers. The price of a seal varies based on factors such as material—whether wood, plastic, or metal—and the complexity of the design. Corporate seals are generally larger than personal seals, with diameters ranging from 18mm to 24mm.
Registering the Company Seal
Once the company seal is created, it must be registered with the Legal Affairs Bureau during the company incorporation process. Here is a quick overview of the steps involved.
- Prepare the Seal Registration Form
- Include the company name, address, and representative’s details.
- Submit Documents
- Provide the company seal along with incorporation paperwork, such as the Articles of Incorporation, to the Legal Affairs Bureau.
- Receive Certification
- Upon approval, the seal will be officially registered, and you will receive a Seal Registration Certificate (印鑑 証明書 inkan shomeisho), which validates its use.
This certificate is critical for ongoing business activities, especially when entering legal agreements or establishing bank accounts.
Additional Tips
When creating a company seal, accuracy is crucial. The company name on the seal must match its registered name exactly, as even minor discrepancies, such as abbreviations or differences in characters, can lead to rejection. It is also important to prioritize quality; a durable seal made from high-quality materials is recommended, as it will be used frequently in official transactions.
For those unfamiliar with the process, navigating seal creation and registration can be confusing. If needed we can offer assistance, collaborating with you to create a compliant, professionally designed seal.
Resources:
Japan External Trade Organization (JETRO). “Setting Up Business in Japan.” JETRO
Hanko Square. “What Is a Business Hanko?” Hanko Square
Mailmate. “How to Register a Hanko in Japan.” Mailmate Blog
Japan External Trade Organization (JETRO). “Setting Up Business in Japan: Corporate Registration.”
JETROMailmate. “Company Incorporation in Japan.” Mailmate Blog