Corporate Secretarial Essentials in Japan: Minutes, Seals, Records

For foreign companies operating subsidiaries in Japan, corporate governance often focuses on strategic decisions, board oversight, and compliance with local regulations. However, effective governance also depends on maintaining proper corporate records and documentation.

In Japan, the corporate secretarial function typically includes maintaining statutory records, preparing meeting minutes, managing company seals, and ensuring that corporate approvals are properly documented. While these tasks may appear administrative, they play a crucial role in demonstrating legal compliance and corporate authority.

This article explains the key corporate secretarial requirements under Japanese company law and highlights practical considerations for foreign parent companies overseeing Japanese subsidiaries.

Related:

Corporate Governance in Japan: Boards, Statutory Auditors, and Shareholder Meetings

Related:

Shareholder Meetings in Japan: AGM Checklist for Foreign Parents

What Corporate Secretarial Functions Mean in Japan

The concept of a “corporate secretary” is less formalized in Japan than in some other jurisdictions. Nevertheless, companies must maintain certain corporate records and documentation to comply with the Companies Act.

Typical corporate secretarial responsibilities include:

• maintaining statutory company records
• preparing shareholder and board meeting minutes
• managing corporate seals
• organizing shareholder resolutions and approvals
• maintaining corporate governance documentation

These responsibilities are often handled by legal, administrative, or accounting staff within the company, or by external legal advisors.

Corporate Records Required Under Japanese Company Law

Japanese companies are required to maintain various corporate records.

Examples include:

• articles of incorporation
• shareholder registers
• minutes of shareholder meetings
• minutes of board meetings
• director appointment records
• corporate seal registration documents

These records form the foundation of the company’s legal governance framework.

Maintaining accurate records is particularly important when the company undergoes:

• regulatory inspections
• tax audits
• financing transactions
• M&A due diligence

Incomplete corporate records can delay transactions or raise governance concerns.

Meeting Minutes: Board and Shareholder Documentation

Meeting minutes are one of the most important corporate records under Japanese company law.

Both board meetings and shareholder meetings require proper documentation of resolutions and decisions.

Typical elements of meeting minutes include:

• date and location of the meeting
• attendees
• agenda items
• summary of discussions
• resolutions adopted

Minutes serve as evidence that corporate decisions were properly authorized.

Related:

Board Meetings & Written Resolutions in Japan: Practical Rules

Company Seals and Their Legal Role

Company seals (known as hanko or inkan) continue to play an important role in Japanese corporate practice.

Common types of corporate seals include:

• representative director seal
• company seal used for contracts
• banking seal

Although electronic signatures and digital documentation are increasingly used, seals are still commonly required for:

• certain contracts
• corporate filings
• banking documentation

Proper management of company seals is therefore an important internal control measure.

Maintaining Corporate Records for Compliance and Due Diligence

Corporate records are often reviewed during legal and financial due diligence processes.

Typical areas of scrutiny include:

• whether shareholder approvals were properly documented
• whether directors were properly appointed
• whether corporate decisions were authorized appropriately

For foreign-owned subsidiaries, maintaining organized corporate records helps ensure transparency between the Japanese entity and the foreign headquarters.

Related:

Annual Compliance Calendar for Japanese Subsidiaries (KK/GK)

Practical Governance Tips for Foreign Parent Companies

Foreign parent companies overseeing Japanese subsidiaries should ensure that corporate secretarial functions are properly managed.

Practical steps include:

• maintaining organized corporate record systems
• ensuring meeting minutes are prepared consistently
• controlling access to company seals
• aligning corporate documentation with governance procedures

These measures help ensure that the company’s governance framework remains legally compliant and operationally transparent.

Related:

How Foreign HQs Should Govern a Japanese Subsidiary

Conclusion

Corporate secretarial functions in Japan may appear administrative, but they play a critical role in maintaining corporate governance and legal compliance.

Proper documentation of corporate decisions, careful management of company seals, and organized maintenance of corporate records help ensure that Japanese subsidiaries operate transparently and efficiently.

For foreign parent companies, integrating corporate secretarial practices into the broader governance framework helps reduce legal risk and support effective oversight.

Managing Corporate Governance for a Japanese Subsidiary?
Our team regularly advises foreign parent companies on corporate governance, shareholder meetings, board procedures, and corporate documentation requirements in Japan.

For inquiries, contact: TSL Partners – International Business Desk