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【Company Secretary】Seal Certificate for Foreign Nationals Part 3

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ARK Outsourcing KK provides one-stop service mainly to Japanese branches or subsidiaries of foreign-based companies.
In this article, we will introduce the basic information about making English company documents such as articles of incorporation or meeting minutes in a dialogue style. The contents of this article are based on our discussions in the internal study group.

Ken (male):      Ken is 22 years old. He has been with ARK for a year.
                (He had a meeting with his foreign client recently. He seems satisfied 
                 with a nice conversation with his client in English.)
Emma (female):  Emma is 34 years old. She is a mother of one child and a trainer at ARK.
        (She has not been able to go to a beer-garden this summer yet.)
George (male):   George is 46 years old. He wants to challenge snow mountain climbing.
Emma, I’ve been working on the registration for the change of non-resident directors lately. I am getting used to this process, but I’m not sure whether the seal / signature certificate should be attached or not in each case.

That’s right. We have been working on the same issues lately. Actually, it depends on whether the company has a board of directors or not. It also differs depending on whether the director is newly appointed or reappointed. Let’s make things clear with George.

A company with a board of directors is legally required to appoint a representative director. On the other hand, if a company without a board of directors dose not choose to have a representative director except for any stipulations in the articles of incorporation, each director may individually represent the company. Therefore, the requirement of the attachment of the seal / signature certificate for the change of directors is classified as follows.

【Company without a board of directors】
  ●   Directors (newly appointed) - A seal /signature certificate should be attached.
  ●   Directors (reappointed) - None.
  ●   Representative director (newly appointed) - None. (The seal /signature certificate of directors should be attached.)
  ●   Representative director (reappointed) - None. 
【Company with a board of directors】
   ●   Directors (newly appointed) - Identification documents should be attached.
   ●   Directors (reappointed) - None.
   ●   Representative director (newly appointed) - A seal /signature certificate should be attached.
   ●   Representative director (reappointed) - None. 

 In this article, we mentioned “Seal /Signature Certificate for Foreign Nationals.” 
Please note that this article only introduces general outlines and does not include professional advice. So please make sure not to make any decisions without taking professional advice individually. If you have any questions, please feel free to contact us.

(Reference / in Japanese)
  Ministry of Justice-
  Application Forms for Commercial and Corporate Registration 
 (Accessed on 30 August, 2023)