Asia

Japan: contracts, corporate, trademarks and employment

Japan is a civil law jurisdiction with a modernised Civil Code, a detailed Companies Act and a trade mark office that examines quickly. Foreign groups typically operate through a kabushiki kaisha (KK) or godo kaisha (GK), contract in Japanese or bilingual form, and need documents that work with Japanese registration, seal and employment practice rather than against it.

Review a contract here, US$650File a trademark, US$950 per class
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Who signs off and files here
LegalMatrix prepares documents on its AI-assisted workflow and delivers in Japan through a Japanese law firm engaged as its delivery partner. Every document is reviewed and signed off by a bengoshi admitted to a Japanese bar association before release, with Japanese and English texts aligned. Trade mark searches and filings are made by a registered Japanese patent attorney (benrishi).

Contracts

TopicEssentials
Governing lawParties may choose the governing law under Article 7 of the Act on General Rules for Application of Laws. Japanese counterparties commonly expect Japanese law and a Tokyo District Court or JCAA arbitration forum; foreign law is accepted in cross-border supply and licensing deals. Mandatory Japanese rules (for example consumer, labour and subcontracting rules) apply regardless of choice.
LanguageCourt proceedings are in Japanese and a foreign-language contract must be translated for litigation. Bilingual contracts with a prevailing-language clause are standard for cross-border work.
Electronic signatureThe Act on Electronic Signatures and Certification Business (Act No. 102 of 2000) defines an electronic signature as a measure that shows the information was created by the signatory and allows alteration to be detected (Article 2). Article 3 presumes an electronic record authentic where it bears an electronic signature that only the principal could have made. Government guidance issued in 2020 confirmed that cloud-based signing services can meet Article 3 where the service verifies the signer's identity and the process is sufficiently secure. Some documents still require paper or notarial form (for example notarial deeds and certain registration filings), and many Japanese companies continue to use registered seals (jitsuin) with seal certificates for registry filings. Check the authority: https://www.japaneselawtranslation.go.jp/en/laws/view/3821/en
  • The 2020 Civil Code reforms modernised limitation periods, warranty for non-conformity (contract non-conformity liability) and standard terms rules (teikei yakkan).
  • Electronic contracts are not subject to revenue stamp tax (inshi-zei), whereas certain paper contracts are; this is a practical reason to sign electronically.
  • The Subcontract Act (renamed and strengthened with effect from 2026) regulates payment terms and conduct toward smaller suppliers; check the Japan Fair Trade Commission for current scope.
  • Company contracts are often executed with the company's registered seal; a signature by the representative director is also valid.

Corporate

TopicEssentials
Director dutiesDirectors of a KK owe a duty of care of a good manager (zenkan chui gimu) under the Civil Code via Article 330 of the Companies Act and a duty of loyalty under Article 355. Conflict-of-interest and competing transactions need board (or shareholder) approval. A representative director need not be resident in Japan. Members (shain) of a GK owe equivalent duties.
Shareholder rightsOrdinary resolutions pass by a majority of votes present with a quorum of a majority of voting rights (the articles may adjust); special resolutions need two-thirds of votes present. Shareholders have inspection rights over the shareholder register, minutes and accounting books (subject to thresholds), and appraisal rights on fundamental changes. GK members decide by unanimous consent unless the articles provide otherwise.
Share transfersMost private KKs restrict share transfers in their articles, so a transfer requires board or shareholder approval and is effective against the company on entry in the shareholder register. A GK interest transfer needs the consent of all other members by default. No stamp duty applies to share transfers; a shareholder change in a KK is not filed with the Legal Affairs Bureau, but a GK member change is.
  • The KK is the standard operating and fundraising vehicle; the GK is simpler and cannot issue shares or stock acquisition rights, which limits its use for employee equity.
  • The commercial registry (Legal Affairs Bureau) records directors, capital and the articles' transfer restriction, and extracts are the usual proof of authority.
  • Board minutes and shareholder minutes are mandatory records and must be in Japanese for registry filings.
  • Beneficial ownership information is lodged with the Legal Affairs Bureau on a voluntary certification basis; check the authority for current obligations.

Trademarks

0 mo6 mo12 mo18 moJapanSingaporeUnited States
Approximate time from filing to registration without opposition, compared with two other offices. Compare all ten.
TopicEssentials
AuthorityJapan Patent Office (JPO)
SystemFirst to file. Registration confers the exclusive right; prior use gives only a limited defence where the mark is well known.
Time to registrationApproximately 6 to 12 months from filing to registration where there is no office action; an accelerated examination route exists for marks already in use. Check the authority.
ClassesNice Classification with JPO's own list of similar-goods codes; multi-class applications are accepted and the official fee is charged per class.
OppositionPost-registration: 2 months from publication of the registration in the Trademark Gazette (Trademark Act Article 43-2).
Term10 years from registration, renewable for further 10-year periods; the registration fee may be paid in two 5-year instalments.
  • Foreign applicants without a domicile or office in Japan must act through a Japanese representative, in practice a registered patent attorney (benrishi).
  • Japan is a member of the Madrid Protocol.
  • A mark not used for three consecutive years may be cancelled on request.
  • Transliterations (katakana) of foreign marks are commonly filed alongside the Latin-script mark because similarity is assessed on sound as well as appearance.

Employment

TopicEssentials
ProbationA trial period (shiyo kikan) of 3 to 6 months is customary. It does not create an at-will relationship: dismissal during or at the end of probation still needs objectively reasonable grounds, although courts allow somewhat wider discretion than for a confirmed employee.
NoticeAn employer must give at least 30 days' notice of dismissal or pay average wages for the shortfall (Labour Standards Act Article 20). The exception for probationary employees applies only during the first 14 days of employment. Dismissal itself must be objectively reasonable and socially appropriate (Labour Contract Act Article 16). Check the authority.
Non-competePost-employment non-competes are enforceable only if reasonable, judged on the employer's legitimate interest, the employee's position and access to confidential information, the duration (one year is common; two years is at the upper end), geographic and activity scope, and whether compensation is paid. Ministry of Economy, Trade and Industry reference materials set out the factors courts weigh.
EquityEmployee options are issued as stock acquisition rights (shinkabu yoyakuken) under the Companies Act, which requires a shareholder resolution for a KK with transfer restrictions. Tax-qualified stock options receive deferred taxation if statutory conditions on exercise price, period and holding are met; otherwise gains are taxed on exercise. Check the National Tax Agency.

Products available here

Contracts: drafting and review

Commercial contracts and review

Counterparty Contract Review

Upload the contract the other side sent you. Within two business days a lawyer admitted where it will be used returns a redline, a one-page risk summary and the reply you can send.
from US$390Lawyer review included
redline and summary in 2 business days
Commercial contracts and review

Negotiation Playbook

Your company's contract positions written down once, then applied to every contract that comes in. A lawyer handles only what deviates. Billed monthly, cancel any time.
US$299 / monthLawyer review included
playbook drafted in 10 business days
Commercial contracts and review

Go-to-Market Contract Bundle

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Commercial contracts and review

NDA Set

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Commercial contracts and review

Master Services Agreement and SOW

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Commercial contracts and review

Data Processing Agreement

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Commercial contracts and review

Successor Programme Document Set

The complete document set for a family or enterprise placing a successor in Magellan Global's programme: service agreement and statements of work, secondment and employment terms, equity grant and IP ownership, reviewed in each station's jurisdiction.
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Corporate and shareholders

Shareholders' Agreement

A shareholders' agreement and matching constitution or articles amendments for a private company with two or more owners.
from US$4,500+ US$1,350 lawyer sign-off per jurisdiction
first draft in 3 business days
The documents to issue new shares to an investor or transfer existing shares between holders, with the approvals and registry filings mapped.
from US$3,200+ US$950 lawyer sign-off per jurisdiction
first draft in 3 business days
Corporate and shareholders

Intercompany Services Agreement

An agreement between group companies for management, shared services, IP use or secondees, structured so that transfer pricing documentation can sit on top of it.
from US$2,800+ US$850 lawyer sign-off per jurisdiction
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Corporate and shareholders

Board and Shareholder Resolutions Pack

A year's set of board and shareholder resolutions, minutes and written-resolution templates for one company, matched to its constitution and registry rules.
from US$1,200+ US$350 lawyer sign-off per jurisdiction
first drafts in 3 business days
An employment contract for hiring in one jurisdiction from a company based in another, with the local mandatory terms built in.
from US$1,500+ US$450 lawyer sign-off per jurisdiction
first draft in 3 business days
Employment and equity

Secondment Agreement

Documents to second an employee from one group company to another across borders, keeping the home employment intact and the host arrangements clear.
from US$1,900+ US$550 lawyer sign-off per jurisdiction
first draft in 4 business days
Employment and equity

Employee Share Option Plan

Plan rules, grant documents and corporate approvals for an option plan in one jurisdiction, with the local tax-advantaged route used where available.
from US$6,800+ US$2,050 lawyer sign-off per jurisdiction
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Employment and equity

Executive Equity Grant

A single bespoke equity award for a senior hire or key executive: restricted shares, options or growth shares, with the approvals and tax elections mapped.
from US$2,400+ US$700 lawyer sign-off per jurisdiction
first draft in 3 business days
The governance documents for a family holding company and, where the jurisdiction recognises trusts, a discretionary trust to hold it: constitution, shareholders' agreement, trust deed and family charter.
from US$12,000+ US$3,600 lawyer sign-off per jurisdiction
first drafts in 10 business days

IP rights: applications and portfolio

A clearance search with a written opinion, then a trade mark application filed and prosecuted through to registration in one jurisdiction.
from US$950 per class
search report in 3 business days
Before you spend on a patent application: a prior-art search and a written opinion from a registered patent practitioner on whether, where and how to file.
from US$1,200
written assessment in 7 business days
A full patent application drafted by a registered practitioner, with the PCT and national-phase filings coordinated through registered agents in each office, on one fixed quote.
from US$6,500
drafted in 20 business days
Registration of software, written and creative works where a registry exists (United States, Canada, Japan), with the application prepared and filed for you.
from US$250
filed in 5 business days
IP assignments and licences

IP Assignment and Licence

A deed of assignment to move IP into the right group company, and a licence back to the entities that use it, with register recordals mapped.
from US$2,600
first draft in 4 business days
IP assignments and licences

Technology Licence Agreement

A licence of software, data, models or technical know-how to a customer or partner, drafted from the licensor's or licensee's side for one jurisdiction.
from US$4,200
first draft in 5 business days
IP portfolio management

IP Portfolio Management

Every patent, trademark, design and copyright record of the group in one portfolio: docketed deadlines, renewals handled, documents attached, a registered practitioner responsible. Billed monthly per asset.
US$180 / month
portfolio loaded and reconciled against the registries…
IP portfolio management

Renewals and Annuities

A single renewal or annuity paid on time in any of ten offices through the registered agent of record, with the receipt in your record. Per payment, no subscription needed.
from US$95
instruction confirmed in 1 business day
IP portfolio management

Trademark Watch

Monitoring of new applications that conflict with your marks in the offices you choose, with a practitioner's view on each hit and the opposition deadline docketed.
US$60 / month
first report within 10 business days

Questions

Should our Japan contract be in Japanese?

If the counterparty is Japanese, a Japanese text (or a bilingual text with Japanese prevailing) avoids translation disputes and is expected. For intra-group documents an English text with a Japanese courtesy translation is common.

Can a KK sign with a cloud e-signature instead of a seal?

Yes for ordinary contracts. Cloud signatures that verify identity are accepted under the Electronic Signatures Act and government guidance, and electronic contracts avoid stamp tax. Registry filings and some notarial documents still use the registered seal.

Is a Japanese non-compete worth including?

Only if it is narrow. Courts weigh the employee's role, duration, scope and compensation; a broad restraint on a junior employee is likely void. Confidentiality and non-solicitation terms are more reliably enforced.

How is a trade mark opposed in Japan?

Japan uses post-grant opposition: anyone may oppose within two months after the registration is published. Before that, the examiner alone assesses the application.

Can a GK grant stock options?

No. A GK has membership interests, not shares, and cannot issue stock acquisition rights. Groups that want equity incentives in Japan use a KK or grant parent-company equity.

How much notice must we give to dismiss in Japan?

At least 30 days, or pay in lieu, and the dismissal must also be objectively reasonable. Notice alone does not make a dismissal lawful.

Guides

Sources

Reviewed 26 October 2026. Rules and fees change; confirm with the authority before relying on them.

Documents and filings for Japan

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