The Articles of Incorporation (Teikan) are the constitutional backbone of a Japanese Social Welfare Corporation (Shakai Fukushi Hojin, or SWF). While drafted at establishment, the evolving needs of the SWF, changes in its operational environment, or shifts in strategic direction may necessitate amendments to this foundational document. When such amendments concern core registered items like the SWF's name, its stated purpose and business activities, or specific dissolution clauses defined within the Teikan, a formal multi-step process involving internal resolutions, engagement with the supervisory authority (Shokatsu-cho), and subsequent legal registration is required. This article outlines the procedures for making these significant changes.

I. The Nature of Teikan Amendments for Registered Items

Certain information about an SWF, such as its official name, its defined purpose and the types of social welfare services it conducts, and any unique grounds for dissolution stipulated in its Teikan, are not only core components of the Teikan itself but are also matters that are publicly registered with the Legal Affairs Bureau (Hōmukyoku). Therefore, any alteration to these items fundamentally changes the SWF's public legal identity and requires a formal amendment to the Teikan, followed by a corresponding change in the corporate register.

II. The Core Teikan Amendment Process: Internal Resolutions by the Councillor Council (Hyōgiinkai)

The authority to amend the Articles of Incorporation of an SWF rests exclusively with its Councillor Council.

A. Mandatory Councillor Council Resolution

Any and all amendments to the Teikan must be approved by a resolution of the Councillor Council. This is stipulated in Article 45-36, Paragraph 1 of the Social Welfare Act. The Board of Directors cannot, for instance, independently decide to change the SWF's name or purpose.

B. Special Majority Voting Requirement

Amending the Teikan is considered a significant corporate action, and as such, it requires more than a simple majority vote. The Social Welfare Act (Article 45-9, Paragraph 7, Item iii) mandates a special majority for Teikan amendment resolutions. This typically means the approval of two-thirds or more of all Councillors who are eligible to vote on the matter. If the SWF's own Articles of Incorporation stipulate an even higher voting threshold for Teikan amendments (e.g., three-quarters majority), then that stricter internal rule must be met.

C. Documenting the Resolution: Councillor Council Minutes (Hyōgiinkai Gijiroku)

Meticulous record-keeping is essential. Official minutes (議事録 - Gijiroku) of the Councillor Council meeting where the Teikan amendment was discussed and approved must be prepared. These minutes serve as primary evidence of the decision and must accurately reflect:

• The date, time, and location of the meeting.
• Attendance and confirmation of a quorum.
• The precise wording of the proposed amendment(s) to the Teikan.
• A summary of the deliberations.
• The results of the vote, clearly indicating that the required special majority was achieved.
• Other standard details such as the chairperson and the person responsible for preparing the minutes.

These minutes are a critical document that will need to be submitted to the Shokatsu-cho for approval (or notification, as applicable) and subsequently to the Legal Affairs Bureau for the registration of the change.

III. Engagement with the Supervisory Authority (Shokatsu-cho)

After the Councillor Council has approved a Teikan amendment, the next step usually involves the Shokatsu-cho. The nature of this engagement depends on the type of amendment.

A. General Requirement: Shokatsu-cho Approval (Ninka) for Most Amendments

For most significant Teikan amendments, particularly those affecting core aspects of the SWF such as its name, its fundamental purpose, the types of social welfare services it offers, or substantial changes to its asset structure or dissolution rules, the amendment does not become legally effective until it has received the formal approval (認可 - Ninka) of the competent Shokatsu-cho. This is mandated by Article 45-36, Paragraph 2 of the Social Welfare Act.

To obtain this approval, the SWF must submit an application to its Shokatsu-cho. This application package typically includes:

• A formal application requesting approval for the Teikan amendment.
• The minutes of the Councillor Council meeting that approved the amendment.
• The proposed new Articles of Incorporation (or the specific amended clauses).
• Any other documents the Shokatsu-cho may require to assess the proposed change (e.g., revised business plans if the purpose is changing significantly). (Sample application forms for Teikan change approval and notification are illustrated on pages 78-80 of the reference material).

The Shokatsu-cho will review the proposed amendment to ensure it complies with the Social Welfare Act, does not compromise the SWF's ability to fulfill its social welfare mission, and is in the public interest.

B. Exceptions: Notification (Todokede) Sufficient for Specific Amendments

The Social Welfare Act, via its Enforcement Rules (specifically Article 4, Paragraph 1), provides a limited set of exceptions where prior Shokatsu-cho approval is not necessary for a Teikan amendment to become effective internally. For these specific changes, a formal notification (届出 - Todokede) to the Shokatsu-cho after the Councillor Council has amended the Teikan is sufficient. These excepted matters are:

1. Changes to the Location of Office(s) (事務所の所在地 - Jimusho no Shozaichi) as defined in Article 31, Paragraph 1, Item iv of the Social Welfare Act (e.g., moving an office to a new address, opening or closing a branch, if these actions necessitate a Teikan change based on how locations are described).
2. Changes to Matters Concerning Assets (資産に関する事項 - Shisan ni Kansuru Jikō) as per Article 31, Paragraph 1, Item ix, but this exception is strictly limited to an increase in the SWF's "fundamental assets" (基本財産 - Kihon Zaisan). Other changes, such as a decrease in or disposal of fundamental assets, would typically require prior Shokatsu-cho approval.
3. Changes to the Method of Public Notice (公告の方法 - Kōkoku no Hōhō) as per Article 31, Paragraph 1, Item xv.

Notification Procedure for Excepted Matters: For these three types of amendments, once the Councillor Council has passed the resolution to amend the Teikan, the SWF is required by Article 45-36, Paragraph 4 of the Social Welfare Act to notify the Shokatsu-cho of the change "without delay" (遅滞なく - chitai naku). While the Teikan change itself (for these excepted items) may become internally effective upon the Councillor Council's resolution, it is only legally effective against third parties after it has been registered with the Legal Affairs Bureau. The notification to the Shokatsu-cho ensures the supervisory authority is kept informed.

C. Distinguishing Between Approval and Notification

It is crucial for an SWF to accurately determine whether a proposed Teikan amendment falls under the category requiring full prior Shokatsu-cho approval or the simpler subsequent notification procedure. Errors in this determination can lead to the amendment being deemed invalid or procedural delays. When in doubt, consultation with the Shokatsu-cho or legal experts is advisable.

IV. Registration of Teikan Amendments with the Legal Affairs Bureau (Hōmukyoku)

Once the internal resolution is passed and any necessary Shokatsu-cho approval is obtained (or the notification pathway is confirmed for excepted items), the Teikan amendment must be formally registered with the competent Legal Affairs Bureau to update the public corporate register.

A. Purpose of Registration

Registration makes the amended Teikan (and the changes to registered items like name or purpose) part of the official public record. This ensures that the changes are legally effective and recognized, particularly in dealings with third parties.

B. Applicant for Registration

The registration application is filed by the SWF's representative, which is its President (理事長 - Rijichō), as per Article 45-17, Paragraph 1 of the Social Welfare Act.

C. Registration Period (Tōki Kikan)

Strict deadlines apply for filing these registration applications:

• At the Principal Office: For amendments that required Shokatsu-cho approval (such as changes to the SWF's name, purpose, or Teikan-stipulated dissolution grounds), the application for registration of the change must be filed at the Legal Affairs Bureau having jurisdiction over the SWF's principal office. This must be done within two weeks from the date the SWF receives the official Certificate of Approval (認可書 - Ninka-sho) from the Shokatsu-cho.
• At Secondary Office(s) (specifically for a Name Change): If the SWF's name is amended, this change must also be reflected in the registers for any secondary offices located in different jurisdictions. The application to register the name change at the Legal Affairs Bureau for a secondary office must be filed within three weeks from the date the name change legally occurred (i.e., became effective after Shokatsu-cho approval and subsequent registration at the principal office).

Failure to adhere to these registration periods can result in the imposition of non-penal monetary fines on the SWF's President.

D. Required Attachments for Registration (Principal Office - for Name, Purpose, Dissolution Clause Changes)

The application for registration of amendments to items like name, purpose, or dissolution clauses at the principal office typically requires the following supporting documents:

1. Councillor Council Meeting Minutes (評議員会議事録 - Hyōgiinkai Gijiroku): The official, properly authenticated minutes of the Councillor Council meeting, clearly evidencing that the Teikan amendment was duly resolved by the required special majority.
2. Shokatsu-cho's Certificate of Approval (定款変更認可書 - Teikan Henkō Ninka-sho): The formal document issued by the supervisory authority approving the specific amendment to the Articles of Incorporation. This is a critical prerequisite for changes requiring such approval.
3. Current Articles of Incorporation (Teikan) (in specific circumstances): The SWF's existing Teikan (i.e., the version before the current amendment) may need to be submitted if that Teikan contains provisions stipulating a quorum or voting requirement for Teikan amendment resolutions by the Councillor Council that is higher than the statutory minimums (e.g., requiring more than a two-thirds majority). This allows the registrar to verify that these stricter internal rules were indeed followed when passing the amendment.
4. Power of Attorney (委任状 - Ininjō): If the registration application is being filed by an agent, such as a judicial scrivener, rather than by the President directly.

E. Registration at Secondary Office(s) (for Name Changes)

When registering a name change at the Legal Affairs Bureau for a secondary office, the documentation is generally simpler:

• Typically, either a Certificate of Registered Matters obtained from the principal office's registry (showing the name change has been registered there) OR the SWF's Corporate Number (which enables the secondary office registrar to electronically verify the principal office's registration details) is required.
• Other primary documents like the Shokatsu-cho approval certificate or Councillor Council minutes are not usually re-submitted at the secondary office level for a straightforward name change, as these would have been vetted during the principal office registration.
• The "batch application" (主従一括申請 - Shuju Ikkatsu Shinsei) method, discussed in previous articles, also offers a convenient way to simultaneously register name changes at the principal office and all secondary offices through a single application to the principal office's registry.

V. Illustrative Examples of Teikan Amendments

The reference material provides examples for common Teikan amendments affecting registered items:

• Name Change: This is a straightforward alteration of the SWF's official title. The primary considerations are ensuring the new name is compliant (includes "Shakai Fukushi Hojin," is not misleading, etc.) and then updating the registration at both the principal office and any secondary offices.
• Purpose Change: This can be more complex, potentially involving the addition of new social welfare services, or the formal inclusion of public interest or profit-making businesses if not previously authorized. Such changes require careful wording in the amended Teikan to accurately reflect the new scope, robust justification for the Shokatsu-cho's approval, and precise description in the registration application.
• Change/Abolition of Dissolution Clauses: If an SWF wishes to remove or alter a unique dissolution clause previously stipulated in its Teikan (one that goes beyond the standard statutory grounds), this also constitutes a Teikan amendment that will require Councillor Council special resolution, Shokatsu-cho approval, and subsequent registration.

VI. Post-Registration Responsibilities

Once a Teikan amendment affecting registered items has been successfully registered with the Legal Affairs Bureau:

• The SWF should update all its internal records, official stationery, website, and other materials to reflect the changes (especially for a name change).
• It is good practice to formally notify key stakeholders—such as financial institutions, major donors or funding bodies, significant partner organizations, and relevant government agencies beyond the Shokatsu-cho—of the amendments.
• If the Teikan amendment was one of the three types not requiring prior Shokatsu-cho approval but mandating subsequent notification (i.e., changes to office location, increase in fundamental assets, or method of public notice), the SWF must ensure this notification is promptly filed with the Shokatsu-cho, typically after the Councillor Council has resolved the Teikan change and, often, after the change has been registered with the Legal Affairs Bureau to demonstrate its formalization.

Conclusion

Amending a Social Welfare Corporation's Articles of Incorporation for fundamental registered items like its name, purpose, or specific dissolution clauses is a significant legal undertaking. It requires strict adherence to internal governance procedures, particularly the special majority resolution by the Councillor Council, as well as diligent engagement with the supervisory authority (Shokatsu-cho) to obtain necessary approvals or make required notifications. Finally, timely and accurate registration of these changes with the Legal Affairs Bureau is essential to ensure their legal validity and to maintain the integrity of the public corporate register. Careful planning, attention to detail, and often professional legal counsel are advisable to navigate these procedures effectively.