To dissolve and liquidate a company (such as a KK(stock company) or GK(limited liability company)) whose representative is a resident overseas, a “signature certificate” is required as a substitute for a Japanese seal certificate.
First of all, why is a signature certificate necessary?
When filing an application for registration of company dissolution and appointment of a liquidator, the application form requires the representative’s signature (or name and seal).
For Japanese regidents, a “seal registration certificate” issued by the municipal government serves as the means of identity verification.
However, foreign representatives often do not have their seals registered with Japanese municipal governments, in which case a seal registration certificate cannot be used. Therefore, a “signature certificate” is used instead.
What is a signature certificate?
| A document issued by a public institution certifying that “this signature is genuine.” |
| ▶ A signature certificate (officially called a signature certificate) is a document that proves that the signature is indeed made by the person in question. |
| ▶ This serves the same purpose as “seal registration certificate + official seal impression” in Japan. |
| Content to be proven ▶ The signature is the person who signed. ▶ The person’s name, nationality, date of birth, etc. ▶ The signature on the document must be authentic. |
Contents that should be included on the signature certificate
The signature certificate should include at least the following information:
- Name (full spelling)
- Address
- Birth date
- Nationality
- Being the representative of a Japanese company that is being dissolved → In the case of dissolution and appointment of a liquidator registration
- The phrase “This is definitely the person’s signature”
- A statement to the effect of, “I swear that the above information is true.”
Where can I obtain it?
The source from which you can obtain a signature certificate varies depending on the situation.
| 1. Embassy and consulate in Japan (if you reside in Japan) |
| ▶ This service counter is primarily used by foreigners residing in Japan. |
| ▶ You go to the embassy or consulate in your home country, sign in front of the officer in charge, and have it issued. |
| ▶ Reservations are often required, and while some places issue them on the same day, it can take several days to several weeks to issue them. |
| ▶ Issuance fees vary depending on the country and embassy. |
| 2. A foreign notary public (if you reside abroad) |
| ▶ If the representative has already returned to Japan or resides overseas, the document will be prepared by a local notary public or a Japanese embassy abroad. |
| ▶ Reservations are often required, so please call in advance for details. |
| ▶ For registration applications, an apostille is not required (but it is acceptable to have one). |
| ▶ Issuance fees vary by country. |
Note
| Key points for ensuring a smooth process |
| ▶ Appointments at embassies, consulates, and notaries can be busy. It’s best to apply well in advance. |
| ▶ Please pay attention to the expiration date of the certificate (signature certificates do not have an expiration date, but the Legal Affairs Bureau may not accept certificates that are too old, so please be careful). |
| ▶ For registration applications, foreign language documents must be accompanied by a Japanese translation and a certificate of translation (if a judicial scrivener is doing the translation, a certificate of translation prepared by the judicial scrivener is acceptable). |
| ▶ The signature on the application documents must be the same as the signature on the certificate. |
| ▶ Since the required documents, procedures, and fees vary from country to country, it is recommended that you check with the embassy or consulate in advance. |
