A Japanese stock company (株式会社 - kabushiki kaisha, or KK) may decide to relocate its head office (本店 - honten) for a multitude of strategic reasons, such as accessing new markets, consolidating operations, or taking advantage of different regional incentives. While moving a head office within the same registrar's jurisdiction is a relatively straightforward registration process, relocating to an area overseen by a different Legal Affairs Bureau (管轄登記所 - kankatsu tōkijosho)—an "out-of-jurisdiction relocation" (管轄区域外への本店移転 - kankatsu kuikigai e no honten iten)—involves a more detailed, two-part registration procedure. This ensures that both the old and new jurisdictions have accurate records of the company's official domicile.

This article provides a detailed guide to the registration steps required when a Japanese stock company moves its head office to a location outside its current registrar's jurisdiction, covering the necessary corporate resolutions, the dual application process, required documentation, and registration taxes.

Preliminary Steps: Corporate Decision-Making for Head Office Relocation

Before any registration can occur, the decision to relocate the head office must be properly made within the company according to the Companies Act and its Articles of Incorporation (teikan).

1. Determining the New Head Office Location: The company must first decide on the specific new address for its head office.
2. Approval Requirements:
   • If the Articles of Incorporation specify the head office location only broadly (e.g., "the head office shall be located in Tokyo Metropolis"), and the move is within that broad area but crosses the boundary of a Legal Affairs Bureau's jurisdiction (e.g., moving from one special ward in Tokyo to another that is handled by a different registry branch):
     • A resolution of the board of directors (取締役会 - torishimariyakukai) is typically sufficient to determine the specific new address and approve the relocation (Companies Act, Article 362, Paragraph 4, Item 4 implies board authority over important organizational structures).
   • If the Articles of Incorporation specify a precise location (e.g., "the head office shall be located in Chiyoda-ku, Tokyo") and the company is moving outside that specified municipality or to a different prefecture:
     • An amendment to the Articles of Incorporation is necessary to change the head office location clause.
     • This requires a special resolution of the general shareholders' meeting (株主総会 - kabunushi sōkai) (Companies Act, Article 466; Article 309, Paragraph 2, Item 11).
   • For companies without a board of directors: A resolution of the shareholders' meeting is generally required to approve the relocation and any necessary AoI amendment.

The effective date of the relocation (i.e., the date the company actually moves its head office functions to the new address) should also be determined. This date is crucial for the registration timeline.

The Two-Part Registration Process for Out-of-Jurisdiction Relocations

When a company moves its head office to a different registrar's jurisdiction, it must essentially "de-register" from the old jurisdiction and "re-register" in the new one. This involves filing two sets of registration applications, typically within two weeks of the actual relocation date (Companies Act, Article 915, Paragraph 1 for changes; Article 919 for out-of-jurisdiction moves).

While two distinct registrations occur, Japanese law provides for a "simultaneous application" or "one-stop application" via the old registrar (経由申請 - keiyu shinsei) (Commercial Registration Act, Article 50). This is a highly practical procedure:

• The company submits both the application for the old jurisdiction and the application for the new jurisdiction to the Legal Affairs Bureau that has jurisdiction over its current (old) head office location.
• The old registrar processes the "move out" registration and then forwards the relevant documents and the company's existing registration data to the Legal Affairs Bureau at the new location.
• The new registrar then processes the "move in" registration.

This system streamlines the physical filing process for the company, preventing the need to deal directly with two separate registry offices for the same relocation event.

A. Registration at the Old (Previous) Head Office Location (旧本店所在地における登記 - Kyū Honten Shozaichi ni okeru Tōki)

• Purpose: To record that the company's head office has moved out of this registrar's jurisdiction.
• Applicant: The company, represented by its Representative Director(s).
• Registrable Matters (登記すべき事項 - tōki subeki jikō):
  1. The fact that the head office has been relocated.
  2. The new full address of the head office (which is now in the new jurisdiction).
  3. The date on which the relocation took effect.
• Key Attached Documents (添付書面 - tempu shomen):
  1. Minutes of the Board of Directors' Meeting or Shareholders' Meeting: The minutes of the meeting (board resolution or special shareholder resolution, as applicable) that approved the head office relocation and, if necessary, the amendment to the Articles of Incorporation changing the head office location clause. These minutes must be properly executed (e.g., signed/sealed by attending directors and auditors for board minutes; by chairperson and attending directors for shareholder minutes if used for registration).
  2. (If AoI were amended) Amended Articles of Incorporation: Or a document evidencing the amendment.
  3. Shareholder List (株主リスト - kabunushi risuto): If the relocation required a shareholder resolution (e.g., for an AoI amendment).
  4. Power of Attorney (委任状 - ininjō): If a judicial scrivener (shihō shoshi) or lawyer (bengoshi) is filing the application.
• Registration License Tax (登録免許税 - tōroku menkyo zei): ¥30,000 for this change registration at the old location.

B. Registration at the New Head Office Location (新本店所在地における登記 - Shin Honten Shozaichi ni okeru Tōki)

• Purpose: To establish the company's official registration in the new jurisdiction. This is akin to registering the company anew in this location, but as a continuation of its existing legal personality.
• Applicant: The company, represented by its Representative Director(s) (filed via the old registrar).
• Registrable Matters (登記すべき事項 - tōki subeki jikō):
  As clarified by a Ministry of Justice notification (Minshō No. 110, July 6, 2017, discussed in relation to Q30), the "matters to be registered" section of the application form for the new location has been simplified. It is sufficient to state:
  1. The fact that the head office has been relocated (本店を移転した旨 - honten o iten shita mune).
  2. The date of the relocation (その年月日 - sono nengappi).
  3. The new head office address is, of course, a key part of this registration.
  4. Other fundamental company details as prescribed by Article 53 of the Commercial Registration Act, excluding the original date of the company's incorporation.
     • Article 53 generally requires the registration at the new location of core identifying information, such as:
       • Company's trade name (商号 - shōgō)
       • New (current) head office address
       • Old (previous) head office address
       • Date of relocation
       • Method of public notice (公告方法 - kōkoku hōhō)
       • Amount of stated capital (資本金の額 - shihonkin no gaku)
       • Names and addresses of Representative Directors
       • Total number of authorized shares and issued shares
       • Other essential provisions from the AoI (e.g., share transfer restrictions, details of classes of shares).
     • The simplification means the application form itself doesn't need to laboriously re-list every single pre-existing detail from scratch. The new registry will receive the full existing registration data electronically from the old registry and use it, along with the new application, to create a complete record.
• Key Attached Documents (添付書面 - tempu shomen) (submitted via the old registrar):
  • The application form for the new location will be part of the package.
  • The documents evidencing the corporate decision to relocate (i.e., the same board/shareholder minutes submitted for the old location's registration) also serve as the basis for the new location's registration.
  • If the company's seal is being newly registered with the new Legal Affairs Bureau (or if the existing seal registration needs to be confirmed/transferred), a Company Seal Registration Form (印鑑届書 - inkan todokeidesho) will be needed. Often, the company seal registration is tied to the specific registrar.
  • Power of Attorney (if applicable).
• Registration License Tax (登録免許税 - tōroku menkyo zei): ¥30,000 for this registration at the new location (treated similarly to an establishment registration in that jurisdiction for tax purposes).

Thus, the total registration license tax for an out-of-jurisdiction head office relocation is typically ¥60,000.

Verification by the Registrars

• Old Registrar: Will verify that the decision to relocate was properly made and that the company is indeed moving out of its jurisdiction.
• New Registrar: Will verify the application details, the fact of relocation, and, using the data transmitted from the old registrar, will establish a new, complete registration record for the company. They will also check for any conflicts with existing company names at the new specific address if a company with an identical name already exists there (though this is rare for relocations, as the company name itself isn't changing).

Post-Registration Formalities

Once the head office relocation is successfully registered in both the old and new jurisdictions:

1. Obtain New Certificate of Registered Matters: The company should obtain an updated Certificate of Registered Matters (登記事項証明書 - tōki jikō shōmeisho) from the new Legal Affairs Bureau, which will reflect the new head office address and confirm its registration in the new jurisdiction.
2. Update Company Seal Registration (if necessary): If the company's registered seal (会社実印 - kaisha jitsuin) was specifically tied to the old registrar (e.g., if a new seal card - 印鑑カード, inkan kādo - is needed from the new registrar), procedures for this must be completed.
3. Notify Relevant Authorities and Parties: Similar to a change in trade name, the company must notify various entities of its new head office address:
   • Tax offices (national and local).
   • Social insurance and labor insurance offices.
   • Banks and financial institutions.
   • Key customers, suppliers, and other business partners.
   • Licensing authorities, if licenses are tied to the head office location.
4. Update Corporate Materials:
   • Company website, stationery (letterheads, business cards, envelopes).
   • Official documents, contracts, and agreements.
   • Any public disclosures or filings that list the head office address.

Conclusion

Relocating a Japanese stock company's head office to a different registrar's jurisdiction is a formal legal process that requires careful corporate decision-making (potentially including a special shareholder resolution to amend the Articles of Incorporation) and a two-part registration with both the old and new Legal Affairs Bureaus. While the "one-stop application" system allows for the physical submission of all necessary paperwork through the old registrar, companies must ensure they prepare correct applications and supporting documents for both jurisdictions.

The 2017 simplification regarding the content of the "matters to be registered" in the application to the new registrar streamlines a part of the paperwork, focusing that specific section on the core facts of relocation. However, the overall process remains detailed, ensuring that the company's official records are accurately maintained across jurisdictions. Adherence to timelines, proper corporate approvals, and meticulous preparation of registration documents, including appropriately executed minutes and any required shareholder lists, are essential for a smooth and legally compliant head office relocation. Given the procedural intricacies, especially regarding AoI amendments and the specifics of the "one-stop application," seeking professional guidance from a judicial scrivener or lawyer is often a prudent measure.