CASE
What documents are required to register a foreign national as a director?
2018.1 Yamagami’s answer
The previous requirement that at least one of the company’s representative directors must be domiciled in Japan was abolished as of March 16, 2015. Currently, they accept applications for registration of incorporation of a stock company in which none of the representative directors has a domicile in Japan and for registration of the appointment of a representative director. As a result, we have been receiving more and more requests to incorporate and register changes in directors of companies where the representative director is an overseas resident or where all directors are non-Japanese. However, please note that “one of the representatives of the foreign company’s branch (business office) in Japan must have an address in Japan” has not changed.
(1) By whom the certificate of signature should be attested?
In applying for registration for the appointment of a representative director of a company with a board of directors, a certificate of seal impression is attached to the letter of acceptance of the appointment by the person to be appointed, while a certificate of signature (a certificate prepared by officialdom of the home country that the signature is that of the person) is required for registration for foreigners other than Korean and Taiwanese nationals. There is no expiration date of 3 months or less for signature certificates, so signature certificates created older than 3 months can be used. Regarding the home country officialdom, previously did not include officials of countries other than the home country of residence, but now, created by officials in the country which the foreign national resides also be treated as being created by the home country officialdom of the foreign national in the country, etc. Therefore, for U.S. citizens residing in the Philippines, a signature certificate prepared by the U.S. Embassy in the Philippines is sufficient.
(2) What is a certificate of identification for a foreign officer?
When a new director is appointed, a certificate of identification of said director is required. If the director in question is Japanese, a copy of the certificate of residence, etc., is applicable, but this is not available for a foreigner residing overseas. In this case, a certificate (including an affidavit) containing the name and address of the director, etc., issued by the foreign official and a copy of an identification card issued by a foreign government (including the person’s address description) with a signature or name and seal stating that it is “identical to the original” are considered to be certificates of identification. For example, in case of China, a resident ID card, in case of Taiwan, a national ID card, and in case of the U.S., a social security card or driver’s license, etc. These fall under the category of identification cards.
