Navigating Japan's Online Deposit System: Can My Company File Without a Digital Certificate?

Japan's "kyotaku" (deposit) system is a unique legal mechanism allowing parties to fulfill obligations or secure claims by depositing money or securities with a national deposit office. Historically a paper-based process, the system has significantly evolved with the introduction of the "Deposit and Registration Online Application System." This shift aims to enhance efficiency and accessibility. A key question for many, especially foreign entities, revolves around the necessity of digital certificates for utilizing this online platform. This article explores the intricacies of Japan's online deposit system, focusing on whether a company can indeed make a deposit application without a digital certificate.

The Digital Leap: Japan's Online Deposit Landscape

The transition to a more digitized deposit process saw a major update with the revised Deposit and Registration Online Application System, operational from January 10, 2012. This system was designed to simplify procedures that were previously complex, especially regarding computer environment settings and the mandatory use of electronic certificates for all online interactions. One of the most notable changes was the relaxation of the digital certificate requirement for the initial act of applying for a deposit.

However, the online system is not a monolithic entity. Applicants primarily interact with it through two distinct interfaces, each with its own capabilities and requirements: the "Kōtaku Kantan Shinsei" (Easy Deposit Application) and the "Shinsei-yō Sōgō Soft" (Comprehensive Application Software).

Two Gateways to Online Deposits: Understanding Your Options

Choosing the right application method depends on the complexity of the deposit, the applicant's technical capabilities, and the type of documentation or certificate needed.

1. Kōtaku Kantan Shinsei (Easy Deposit Application)

This browser-based interface is designed for simpler, more straightforward deposit applications.

• Accessibility without Digital Certificates for Application: Individuals and corporations can use the Easy Deposit Application to submit a deposit application without needing to attach a personal or corporate digital certificate to the application itself.
• User Registration: First-time users, whether individuals or corporations, must register for an Applicant ID and password through the Ministry of Justice's "Deposit Net" (Kōtaku Net) portal. Those already registered for online registration applications do not need a new ID.
• Limitations:
  • Payout Requests: This platform cannot be used for online requests for the payout of deposited funds. Online payout requests, for both individuals and corporations, mandatorily require the application to be electronically signed and an electronic certificate to be attached.
  • Electronic Documents: It does not support the transmission or receipt of electronic official documents, such as an electronic deposit certificate. Consequently, users of this system are limited to obtaining a physical, paper-based deposit certificate.
  • Multiple Parties: If a deposit involves multiple depositors or multiple depositees, the Easy Deposit Application cannot be used. This is because information for the second and subsequent parties must be recorded in an attached file, and this system does not support file attachments for this purpose.
  • Attached Evidentiary Documents: Submission of supporting documents like powers of attorney or other certificates cannot be done online through this interface. These would typically need to be sent separately by mail or submitted in person.
• Application Process:
  1. Access the system via the Deposit Net portal.
  2. Log in with Applicant ID and password.
  3. Fill in the online deposit application form.
  4. Submit the application.
  5. Once the application is processed and accepted for payment, the applicant will receive a notification. Payment of the deposit money can be made via internet banking or at compatible ATMs using the Pay-easy system. A payment number is issued for ATM payments.
• Post-Application Procedures:
  • Status Check & Notifications: Applicants can check the processing status of their application online. The system issues an "arrival notice" confirming receipt, containing the application number and arrival date/time. Notifications regarding corrections or other issues are also delivered through this portal.
  • Corrections (Hosei): If corrections are required by the deposit office, the applicant must typically make a new application. The system provides a "reuse" function, allowing the applicant to copy the information from the previously submitted (and now needing correction) application into a new one, modify it, and resubmit.
  • Withdrawal (Torisage): An application can be withdrawn before a decision of acceptance is made by the deposit office. Withdrawal can be done either by submitting a paper withdrawal form or online through the Easy Deposit Application system itself.
  • Reusing Application Data: For recurring deposits, such as monthly rent payments, the system allows users to copy a previously submitted application to create a new one, facilitating repeated filings.

2. Shinsei-yō Sōgō Soft (Comprehensive Application Software)

This is a dedicated software application that needs to be downloaded and installed on the applicant's computer. It offers more extensive functionalities compared to the browser-based Easy Deposit Application.

• Accessibility without Digital Certificates for Application: Similar to the Easy Deposit Application, the Comprehensive Software allows for the submission of deposit applications without mandating an electronic signature or certificate for the application itself, provided the applicant selects a "signature not required" (shomei fuyō) application form.
• User Registration & Software Setup:
  1. Download the software from the Deposit Net portal.
  2. Register as a user to obtain an Applicant ID and password (if not already done).
  3. Ensure the computer meets the specified environmental requirements, including the installation of a government-issued root certificate (Government Public Key Infrastructure - GPKI self-signed certificate) for secure communication. This is distinct from the applicant's own electronic certificate.
• Enhanced Features:
  • Electronic Deposit Certificates: This software allows applicants to request and receive an electronic deposit certificate (denshi seihon). Applicants can also opt for both an electronic certificate and a "deemed paper certificate" (minashi shomen seihon), which is essentially one official paper copy derived from the electronic data.
  • Handling Multiple Parties: For deposits involving multiple depositors or depositees, the Comprehensive Software, in conjunction with an "Attached File Input Support Tool" (Betten File Nyuuryoku Shien Tool), allows for the necessary information for additional parties to be prepared and attached to the main application data. This tool can be downloaded from the Deposit Net portal or via a link within the software itself.
  • Online Submission of Attachments: Certain supporting documents can be submitted electronically as attachments if they are in a compatible format.
• Application Process:
  1. Prepare the deposit application information using the software.
  2. If applicable, prepare and attach files for multiple parties or supporting documents.
  3. Transmit the application data.
  4. Make the deposit payment through approved electronic means once notified.
• Post-Application Procedures:
  • Status Check, Notifications, and Corrections: Similar to the easy application, but managed within the software.
  • Withdrawal of Application: Possible before acceptance. If the initial application was submitted with an electronic signature, the withdrawal request must also be electronically signed. If submitted without a signature, the withdrawal can be unsigned, but may require subsequent submission of identity verification or corporate qualification documents. It's important to note that the withdrawal function within the Comprehensive Software can only be used for applications originally made with this software, and likewise for the Easy Deposit Application.
  • Saving and Reusing Data: The software allows for temporary saving of application drafts and for saving completed application forms. These saved forms can be updated and reused for subsequent similar deposits. However, once an application is transmitted to the online system, that specific transmission cannot be directly "reused"; it's better to save a master template and adapt it for each new submission.
  • Formal Error Check: The software includes a "check" function that performs a formal validation of the application data (e.g., ensuring all mandatory fields are completed). However, this does not constitute a substantive legal review of the deposit's appropriateness; that review is done by the deposit officer.

The Digital Certificate Conundrum for Deposit Applications

A significant advantage of the revamped online system is that for the act of submitting a deposit application itself, neither the Easy Deposit Application nor the Comprehensive Application Software (when using "signature not required" forms) mandates the applicant to possess or use their own digital certificate. This applies to both individual and corporate applicants.

This was a deliberate change to lower the barrier to entry for online deposits, acknowledging that not all potential users, especially for one-off or infrequent deposits, would have or wish to acquire digital certificates just for this purpose.

Corporate Qualification Certificates: An Enduring Requirement

While the digital certificate requirement for applying for a deposit has been relaxed, corporations making deposits still need to provide proof of their legal status and the authority of their representative. This is typically done via a "Corporate Qualification Certificate" (shikaku shōmei-sho), such as a Certificate of Registered Matters (tōki jikō shōmei-sho) for Japanese companies.

• General Rule: When a registered corporation (Japanese or foreign, if registered in Japan) makes a deposit, it must provide a qualification certificate issued within the last three months (as per Deposit Rules Art. 14).
• Online Application & Paper Submission: If an online deposit application is made without an electronic signature and a specific type of corporate electronic certificate (see below), the physical qualification certificate must still be submitted to the relevant deposit office, either by mail or in person. The online application form has an option to indicate that there are "documents to be sent/submitted" (sōfu suru shomen ari).
• Exemption via Specific Electronic Certificate: The requirement to submit a physical qualification certificate can be waived if the corporation's representative electronically signs the online application information AND attaches a specific type of electronic certificate: an "Electronic Authentication Registry e-certificate" (Denshi Ninshō Tōkisho denshi shōmei-sho) as stipulated in Article 39, Paragraph 3, Item 1 of the Deposit Rules (this exemption is based on Deposit Rules Art. 39-2). This provides a fully online path for corporations equipped with these advanced electronic credentials.

For foreign corporations not registered in Japan but needing to make a deposit (e.g., as a third-party obligor in an enforcement action against a Japanese entity), the "qualification certificate" equivalent would typically involve:

1. A certificate of incumbency or good standing from their jurisdiction of incorporation.
2. A certified Japanese translation of this document.
3. Potentially, an apostille on the original certificate, depending on treaty arrangements.
   It is crucial to confirm the exact requirements with the specific deposit office or seek legal counsel in Japan, as these documents establish the corporation's existence and the representative's authority.

Proof of Deposit: Obtaining Your Deposit Certificate

Once a deposit is successfully made and the funds are paid, the depositor receives a "Deposit Certificate" (kōtakusho seihon), which serves as official proof. The online system offers flexibility in how this certificate is issued, particularly when using the Comprehensive Application Software:

1. Electronic Deposit Certificate (Denshi Seihon) Only: A digitally signed official certificate provided as electronic data. This is only available through the Comprehensive Application Software.
2. Electronic Certificate and "Deemed Paper Certificate" (Minashi Shomen Seihon): Applicants can receive the electronic certificate and also request one official paper copy, which is deemed to have the same validity as a traditionally issued paper certificate. This is also a feature of the Comprehensive Application Software. A "deemed paper certificate" can also be requested at a later date (once only) if only an electronic one was initially obtained, by submitting a specific form (Deposit Rules Form No. 32) along with identity verification documents like a seal certificate.
3. Paper Deposit Certificate (Shomen Seihon) Only: This is the traditional paper certificate. It is the only option available if using the Easy Deposit Application and is also an option with the Comprehensive Application Software.

Methods for Receiving Paper or Deemed Paper Certificates:

• Counter Pickup: The certificate can be collected from the deposit office counter. The applicant typically needs to present a document showing the application number and applicant name (e.g., a printout of the electronic payment confirmation screen from either application system, or a simple note with this information).
• Mail Delivery: To receive the certificate by mail, the applicant must send a self-addressed, stamped envelope to the deposit office after submitting the online application. The application number should be clearly indicated with this request.

The deposit office maintains records of all issued paper and deemed paper certificates, often by noting the issuance on the reverse side of their copy of the deposit information file.

The Critical Distinction: Payout Requests Require Digital Certificates

While applying for a deposit online may not require a digital certificate, the situation changes entirely when it comes to requesting the payout of deposited funds.

Online requests for the payment or release (haraidashi seikyū) of deposited monies, whether by individuals or corporations, unequivocally require the request to be made using the Comprehensive Application Software, be electronically signed by the claimant, and have an appropriate electronic certificate attached. The Easy Deposit Application cannot be used for this purpose. This is a crucial distinction. The rationale is the heightened security and identity verification needed when funds are being disbursed.

Payouts via the online system are generally limited to bank transfers or transfers to Treasury funds; physical cash or checks are not typically options for online payout requests.

Practicalities and Potential Pitfalls

• System Environment: Before using either online method, applicants must ensure their system meets the requirements. This includes verifying the "Government Shared CA - Self-Signed Certificate" (政府共用認証局自己署名証明書) for secure communication, which is different from the applicant's own electronic certificate.
• Language: The online deposit system and its support documentation are primarily in Japanese. Foreign entities without Japanese language capabilities will likely require assistance from local representatives or legal professionals.
• Character Limitations: The system cannot handle certain characters, including JIS Level 3 and 4 Kanji, specific Roman numerals (e.g., I, II, X), unit symbols (e.g., ㎡), or circled numbers (e.g., ①, ②). Alternative characters must be used if a dialogue box indicates such an issue. The "Deposit Net" portal provides detailed information on acceptable characters.
• Support: The "Deposit Net" portal and the Comprehensive Application Software's help menu provide contact information for technical support regarding the system's operation. For queries about the substantive legal aspects of a deposit, applicants should consult the relevant Legal Affairs Bureau (deposit office).
• Accuracy of Application: While the Comprehensive Software has a formal check function, it does not verify the legal correctness or appropriateness of the deposit content. Any substantive errors will be flagged by the deposit officer during their review, potentially leading to a request for correction. For instance, using an incorrect application form (e.g., attempting to adapt a "wage garnishment deposit" form for a general commercial debt deposit) can lead to rejection.

Conclusion: Flexibility with a Caveat

Japan's online deposit system offers considerable flexibility, particularly by allowing companies and individuals to initiate deposit applications without necessarily possessing a digital certificate. This is a welcome feature for many, including potentially foreign corporations interacting with the Japanese legal system. Both the "Easy Deposit Application" and the "Comprehensive Application Software" (with "signature not required" forms) facilitate this initial step.

However, this convenience for application submission is counterbalanced by stricter requirements for other procedures. Notably, the online payout of deposited funds always requires an electronic signature and an attached digital certificate, managed through the Comprehensive Application Software. Furthermore, while a digital certificate might be optional for the deposit application itself, corporations must still furnish a valid Corporate Qualification Certificate, unless they utilize a specific type of advanced corporate e-certificate with an electronic signature to bypass this paper requirement.

Therefore, while the gateway to making online deposits in Japan is more open regarding initial digital certificate needs, entities should be fully aware of the distinct requirements for subsequent actions like payouts and the ongoing necessity of corporate authentication.