Establishment of the Beneficial Ownership of Legal Persons List System (start of operation as of January 31, 2022)

令和5年3月31日

There has been a growing domestic and international demand for public institutions to understand information on the Beneficial Owner(*) of corporations from the perspective of improving the transparency of corporations and preventing the misuse of corporations for money laundering and other purposes, as recommended by the FATF (Financial Action Task Force) and requested by financial institutions.

In light of those requirements, we established the Beneficial Ownership of Legal Persons List System which began on January 31, 2022, as one of the measures to identify the Beneficial Owner after the corporation’s establishment.

* The term of “Beneficial Owner (BO)” means someone who falls under a natural person, etc. that directly or indirectly holds more than one-fourth of the total number of voting rights of the corporation (See Article 4, paragraph (1), item (4) of the Act on Prevention of Transfer of Criminal Proceeds (Act No. 22 of 2007; hereinafter referred to as the "Criminal Proceeds Act") and the Ordinance for Enforcement of the Act on Prevention of Transfer of Criminal Proceeds (Cabinet Office, Ministry of Internal Affairs and Communications, Ministry of Justice, Ministry of Finance, Ministry of Health, Labour and Welfare, Ministry of Agriculture, Forestry and Fisheries, Ministry of Economy, Trade and Industry, Ministry of Land, Infrastructure, Transport and Tourism ordinance No. 1 of 2008 (hereinafter referred to as the "Ordinance")). (See Article 11, paragraph (2)).

1. Outline of the System
2. Corporations That May Use the System
3. Beneficial Owner Subject to the System
4. Procedural Flow
　- The Attachments
5. Related Documents

* See also the Q＆A (in Japanese) on this system on our website.

1. Outline of the System

Under this system, upon the request from the stock company (including the special limited liability company), the registrar at the Commercial Registry Office confirms the content of the Beneficial Ownership of Legal Persons List which the stock company made by the prescribed attachments, stores it and issues its copy with certifying statements by the registrar.

This system is available free of charge, and the request can be submitted by mail.

*A Beneficial Ownership of Legal Persons List (it is also called "Beneficial Ownership Information List") is a document that contains the related information on the ownership of voting rights, which is a requirement for Beneficial Owner.

2. Corporations That May Use the System

A stock company (including special limited liability companies), the same as a capital majority voting corporation, may use the system.

*Other capital majority corporations (see Article 11, paragraph (2) of the Ordinance for Enforcement of the Criminal Proceeds Act) are not applicable.
*Corporations, etc. other than capital majority corporations (e.g., membership companies, general incorporated associations, general incorporated foundations, etc.) are also excluded.

3. Beneficial Owner Subject to the System

Establishment of the Beneficial Ownership of Legal Persons List System (start of operation as of January 31, 2022)の中見出し画像${j}

A Beneficial Owner subject to this system is a person who falls under a natural person (*) in Article 11, paragraph (2), item (1) of the Ordinance (including those deemed to be natural persons pursuant to paragraph (4) of said Article).

Specifically, they are those who fall under either (1) or (2) below.

　(1) A natural person who directly or indirectly holds more than 50% of the total voting rights of the company (except in cases where it is obvious that this person does not have the intention or ability to substantially control the business management of the relevant company.)

　(2) If no natural person falls under (1) above, a natural person who directly or indirectly holds more than 25% of the total voting rights of the company (except in cases where it is obvious that this person does not have the intention or ability to substantially control the business management of the relevant company)

*The term "natural person" may also include a corporation, specifically, they include the national government, the local governments, associations or foundations without juridical personality, listed companies, etc., and their subsidiaries (see Article 4, paragraph (5) of the Criminal Proceeds Act, Article 14 of the Order for Enforcement of the Act on Prevention of Transfer of Criminal Proceeds (Cabinet Order No. 20 of 2008), and Article 11, Paragraph (4) of the Ordinance).

4. Procedural Flow

The following procedures related to the "Request for Storage of Beneficial Ownership Information List (Beneficial Ownership of Legal Persons List) and Issuance of Its Copy" is necessary.

1. Request by a Representative or an Agent of the Company

(1) Making a Beneficial Ownership of Legal Persons List (Sample: Direct holding/Indirect holding)

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(2) Preparation of the Written Request (Sample )

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(3) Preparation of the Attachment (See the "Attachments" section.)

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(4) Submission of the Written Request, the Beneficial Ownership of Legal Persons List and
the Attachment

The above documents shall be submitted to the commercial registry office that has jurisdiction over the location of the head office of the company making the request.

*There is no commission fee for this request and it can be made by mail.
*A request may be made by an agent. (A document evidencing the agent’s authority (example entry) is also necessary.)
*Please click HERE to check the commercial registry office where you have to do the request.

2. Confirmation and Issuance at the Commercial Registry Office　

(1) Confirmation and Storing the Beneficial Ownership of Legal Persons List

The registrar confirms the matters stated or recorded in the submitted documents, and stores the Beneficial Ownership of Legal Persons List.

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(2) Issuance of a Copy of the Beneficial Ownership of Legal Persons List with a Certified Statement (Sample)

3. Utilization

The stock company submits the copy of the Beneficial Ownership of Legal Persons List to the financial institutions, etc.
*Reissuance can be requested if necessary (reissuance request form (Sample))

<Forms>　*These forms are just for references. If submitting a request, please use the forms in HERE.

・Beneficial Ownership Information List (Beneficial Ownership of Legal Persons List): Template (Direct holding/ Indirect holding)

・Request Form for Storage of Beneficial Ownership Information List (Beneficial Ownership of Legal Persons List) and Issuance of Its Copy: Template 　

・Request Form for Reissuance of a Copy of the Beneficial Ownership Information List (Beneficial Ownership of Legal Persons List): Template
　
*(If the request is made by an agent) A document evidencing the agent’s authority: Template

The Attachments

1. Document Evidencing the Contents of the Beneficial Ownership of Legal Persons List

【Documents That Must be Attached】
One of the following documents (1) through (3) must be attached.

(1) A copy of the requesting company’s shareholder register as of the date of the request

(2) A beneficial ownership certification issued by a notary (limited to the case where the first fiscal year after incorporation has not yet passed)

(3) A copy of the detailed Appended Table 2 of the corporate tax return (for the fiscal year immediately preceding the fiscal year to which the filing date belongs)

*If the statements in the Beneficial Ownership of Legal Persons List is consistent with the statements in (1) through (3), a written statement clarifying the reason for the discrepancy (prepared by the representative) must be attached.

【Documents that may be attached】
The Following documents may be attached on an optional basis (*) though those are not essential.

(4) Identity verification document of the Beneficial Owner
A certificate prepared by the mayor of a city, ward, town or village or other public employee in the course of his/her duties that states the same name and residence as that of the Beneficial Owner (including a certified copy stating that such Beneficial Owner is not different from the original).

*See 3 below for specific examples of identity verification documents.
*This submission is not required if the document in (2) is attached (the identification document included in the attached document in (2) may be included in the list of Beneficial Owner as the document in (4)).

(5) One of the following documents regarding the confirmation of the Beneficial Owner for the controlling corporation (indirect holding)

・A copy of the shareholder register as of the date of the request

・A beneficial ownership certification issued by a notary (limited to the case where the first fiscal year after incorporation has not yet passed)

・A copy of the detailed Appended Table 2 of the corporate income tax return (for the fiscal year immediately preceding the fiscal year to which the filling date belongs)

*If the statements in the Beneficial Ownership of Legal Persons List is consistent with the statements in the document in (5), a written statement clarifying the reason for the discrepancy (prepared by the representative) must be attached.

*If these documents in (4) or (5) are attached, those names can be filled in the Beneficial Ownership of Legal Persons List, and so it will be clear to the financial institutions, etc. to which the lists submitted which documents were checked by the registrar when they were issued, thereby increasing the reliability of the contents of the Beneficial Ownership of Legal Persons List.

When attachments (1) through (5), enter the name of each document in the "Attachment" column of the Beneficial Ownership of Legal Persons list (in the "Attachment regarding the applicability for the beneficial owner" or "Certification of identity confirmation of the beneficial owner " column).

For documents stating the reasons why Beneficial Ownership of Legal Persons List does not match the description in the attached document, it is not necessary to include such information in the relevant column.

2. Document Evidencing Authority of the Agent

This must be attached when the request is filed by the agent.

3. Identity Verification Document of the Representative of the Requesting Company

【In the Case of the Request for Storage and Issuance of the Copy】
Unless the representative's seal is stamped on the written request or the document evidencing the agent’s authority, an identity verification document that can confirm the name and address of the representative of the requesting company as stated in the written request must be attached.

【In the Case of the Request for Reissuance of the Copy】
It is necessary to attach a document confirming the name and address of the representative of the requesting company as stated in the request form.

However, it is not required in the following cases (1) or (2).

(1) When the representative's seal is affixed to the request form or document evidencing the agent’s authority

(2) When requesting the issuance of the copy by sending it to the location of the head office of the requesting company

~Specific examples of identity verification documents~

◆Copy of both front and back of driver's license (*)
◆Copy of the surface of My Number card (*)
◆Copy of the front and back of the residence card (*)
◆Copy of the front and back of the special permanent resident certificate (*)
◆Certificate of entry in the resident card (copy of resident record), etc.

* It must be with a statement to the effect that it does not differ from the original, and be signed by a representative of the requesting company.

*If submitting a request by mail, a self-addressed, stamped envelope with the mailing address of the copy of the Beneficial Ownership of Legal Persons List must be enclosed.

5. Related documents

＜Circular Notice＞
Handling of administrative affairs in connection with the enforcement of the regulation on storage of beneficial ownership information list in the commercial registry office (Circular notice) (Ministry of Justice, the Civil Affairs Bureau, the Commercial Affairs Division No. 159, dated September 17, 2021)

Poster and Leaflet

＜Poster＞
　Poster of Beneficial Ownership of Legal Persons List System (in Japanese)

＜Leaflet＞
　Leaflet of Beneficial Ownership of Legal Persons List System (in Japanese)

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