Beneficial owner list system: the Legal Affairs Bureau issues a certified copy free of chargeThe state certifies “Who is the real owner of this company?”
Under the beneficial owner list system, the registrar at the Legal Affairs Bureau for the location of a stock company’s head office keeps the list of beneficial owners prepared by the company and issues a copy with a certification statement. The fee is free, and the copy can be used for submission to banks and others.
- 1. Prepare the listPrepared by the representative or an agent
- 2. Application and documentsPrepare the application form and attached documents
- 3. Submit to the bureauThe Legal Affairs Bureau with jurisdiction over the head office
- 4. Registrar checksThe list is kept
- 5. Copy issuedReceive a copy with a certification statement
- 6. Submit to banks, etc.Reissue is also possible if needed
Key points
- It covers stock companies (including special limited companies). Membership companies, general incorporated associations, general incorporated foundations and the like are not covered. Applications by mail or through an agent are also possible, and there is no fee.
- A beneficial owner is a natural person who directly or indirectly holds more than 50% of the total voting rights. If there is no such person, it is a natural person who holds more than 25% of the voting rights.
- Along with the application form and the list, attach one of the following: a copy of the shareholder register, a notary’s certificate of receipt and certification of a declaration, or a copy of Appended Table 2 of the corporate tax return.
- If an agent applies, a power of attorney is required. If the contents of the list do not match the attached documents, a written explanation may be requested.
What to do in practice
- Sort out voting right ratios from the shareholder register and identify the beneficial owners.
- Check in advance whether the bank or other recipient requires a copy with a certification statement.
Even when their names are not in the public eye, companies have a “real owner” who actually runs them. It is a system in which a government office checks the list a company made and gives back a copy saying “this is correct.”
Points
- First, the person who holds more than half of the company’s voting rights (votes on company matters) is covered.
- If there is no such person, the person who holds more than one quarter is covered.
- It costs nothing. You can show it when a bank or similar asks, “Who is the real owner?”
What the words mean
- Voting rights
- The right to vote when deciding important things in a company.
- Natural person
- An actual living human being, not a company.
- Ministry of Justice: Ministry of Justice: Creation of the beneficial owner list system (operation started January 31, 2022, Reiwa 4)
This article summarizes and explains materials published by government agencies and is not advice on any individual case. Rules can change, so for actual procedures and decisions always check the latest original materials and consult professionals such as tax accountants or labor and social security attorneys. English, Simplified Chinese and Traditional Chinese versions are translations prepared from the Japanese articles for convenience. If anything differs, the Japanese text and the original source take precedence.