Dissolution Process for Dormant Companies (Deemed Dissolution) in Fiscal Year 2025

The Minister of Justice made a public notice in the Official Gazette on Friday, October 10, 2025.
The contents of the public notice were as follows.

○ If a stock company for which 12 years have elapsed since last registration or a general incorporated association or general incorporated foundation for which 5 years have passed since registration has not discontinued its business, it must file a notification to the registry office with jurisdiction that it has not yet discontinued its business.

○ If a notification to the effect that the company or association/foundation has not yet discontinued its business is not filed within two months from the date of the public notice (by Wednesday, December 10, 2025) and the necessary registration application is not made, the entity will be deemed to have been dissolved on Thursday, December 11, 2025.

If a stock company for which 12 years have elapsed since the last registration (hereinafter, "dormant companies") or a general incorporated association or general incorporated foundation for which 5 years have elapsed since the last registration (hereinafter, "dormant general incorporated associations/foundations") as of Friday, October 10, 2025 is continuing its business, it must file a notification to the effect that it has not yet discontinued its business.
Please note that unless you apply for the necessary registrations (such as changes to officers) or submit a notification that you have not yet discontinued your business by Wednesday, December 10, 2025, you will be considered to have been dissolved on Thursday, December 11, 2025, and the registrar at the registry office with jurisdiction will register the dissolution ex officio.

Notices were sent from the registry office with jurisdiction to the dormant companies and general incorporated associations/foundations in question on Friday, October 10, 2025. The following items were included in the notice (please also refer to the example of the notice).

○ The Minister of Justice issued a public notice in the Official Gazette in regard to 1. above for dormant companies and general incorporated associations/foundations on Friday, October 10, 2025.
○ If you wish to submit notification that you have not yet discontinued your business, you may do so by submitting the notification form to the registry office with jurisdiction.

If you have not yet discontinued your business at the time you receive the notice, you must either apply for the necessary registrations (changes in officers, etc.) or submit a notification that you have not yet discontinued your business by Wednesday, December 10, 2025 (for details, please refer to “3. If business has not yet been discontinued”).

Even if you do not receive this notice for some reason, your company or association/foundation will be deemed as dissolved if you have not performed these procedures.

• Example of notice from the registry office with jurisdiction[PDF：61KB]

Dormant companies and dormant general incorporated associations/foundations that have received a notice but have not yet discontinued their business and have not made the necessary registration applications must submit a notification by Wednesday, December 10, 2025 that they have not yet discontinued their business.

Dormant companies and dormant general incorporated associations/foundations that have not submitted a notification that they have not yet discontinued their business by Wednesday, December 10, 2025 and have not made the necessary registration applications will be deemed to have been dissolved as of Thursday, December 11, 2025, and the registrar will register the dissolution ex officio.

How to submit notification that your business has not yet been discontinued

- If wish to submit a notification, fill in the required information in the Notification form at the bottom of the notice and mail or bring the notification form to the registry office with jurisdiction. If submitting the notification through an agent, a power of attorney must be attached.

- If you are unable to use the notice from the registry office with jurisdiction, you will need to send or bring a document containing the following information to the registry office with jurisdiction.
 *In either case, it is necessary to fill in the required information accurately (if there are any omissions, the notification may not be recognized as proper).

- If you submit the necessary registration application for changes in officers, etc. by Wednesday, December 10, 2025, your business entity will not be deemed as dissolved, even if you do not submit a notification that you have not yet discontinued your business.

Matters to be included in the notification that business has not yet been discontinued

(1) Stock company: Trade name, head office, and name and address of representative
General incorporated association or general incorporated foundation: Name, principal office, and name and address of representative
(2) If the notification is given by an agent, the name and address thereof
(3) The fact that business has not been discontinued
(4) The date of the notification
(5) Indication of the registry office

Even if you have submitted a notification to the effect that you have not yet discontinued your business, you will still be subject to the dissolution of dormant companies and dormant general associations/foundations the following fiscal year unless you make the necessary application for registration (changes to officers, etc.).

If you notify us that you have not yet discontinued your business and submit the necessary registration application, the fact that you failed to register when at the time that application was required is not resolved, and you may be subject to a civil fine of up to 1 million yen from the court.

If you have any questions, please contact your nearest Legal Affairs Bureau. (For the address and contact information of Legal Affairs Bureaus, please check the “Jurisdiction Information” on the Legal Affairs Bureau website.)

Even if not receiving a notice from the registry office for some reason, dormant companies and dormant general associations/foundations that have not discontinued their business must submit a notification that they have not yet discontinued their business by Wednesday, December 10, 2025. Unless you submit a notification, your business will be deemed to have been dissolved on Thursday, December 11, 2025, and the registrar will register the dissolution ex officio.

One reason why a notice from the registry office with jurisdiction may not be received is if the company has changed its trade name (name) or moved its head office (principal office), but the change has not been registered. For such dormant companies, if they register the change of trade name (name) or relocation of their head office (principle office) by Wednesday, December 10, 2025, they will not be subject to this year’s dissolution process for dormant companies, and a deemed dissolution will not be registered.

If you are unsure whether your company is a dormant company or dormant general association/foundation (a stock company for which 12 years has elapsed since its last registration or a general incorporated association or general incorporated foundation for which 5 years has elapsed since its last registration), we recommend that you check the date of your last registration using a Certificate of Registered Matters, etc.

If you have any questions, please contact your nearest Legal Affairs Bureau.
(For the address and contact information of the Legal Affairs Bureau, please check the “Jurisdiction Information on the Legal Affairs Bureau website.)

According to the Companies Act, the term of office of a director of a stock company is, in principle, two years (maximum ten years). In the event of a change or reappointment of a director, a registration to that effect is required. Therefore, for stock companies, a change in director registration should be made for each director’s term of office (at least once every ten years). According to the Act on General Incorporated Associations and General Incorporated Foundations, the term of office of directors of general incorporated associations and general incorporated foundations is two years. Therefore, similar to stock companies, a change in director registration should be made at least once every two years. In addition to the above, stock companies, general incorporated associations, and general incorporated foundations are required to register changes to their registered information within the specified period.

Therefore, it is highly likely that stock companies, general incorporated associations, or general incorporated foundations that have not been registered for a long period of time have already ceased business and no longer have any substance. If such dormant stock companies, etc., are left registered, it will undermine public confidence in the commercial registration system.

Therefore, for stock companies that have been registered for 12 years or more since their last registration, and for general incorporated associations or general incorporated foundations that have been registered for 5 years or more since their last registration, the Minister of Justice will publish a public notice in the Official Gazette, and unless a notification is filed within two months stating that the business has not yet been discontinued or an application is made for registration of changes to officers, etc., a deemed dissolution will be registered (this series of procedures is called the "dissolution process for dormant companies and dormant general associations/foundations").

However, even after a registration of deemed dissolution has been made, the company or association/foundation may continue to exist for up to three years, provided that
(1) a stock company that was subject to deemed dissolution is continued by a special resolution of the general shareholders meeting, or
(2) a general incorporated association or general incorporated foundation that was subject to deemed dissolution is continued by a special resolution of the general members meeting or special resolution of the board of councilors.
When a resolution to continue existence is made, an application for registration of continuation must be made within two weeks. (Please also refer to the page “Dissolution process of dormant companies and dormant general incorporated associations/foundations.”).

If you have any questions, please contact your nearest Legal Affairs Bureau.
(For the address and contact information of the Legal Affairs Bureau, please check the “Jurisdiction Information on the Legal Affairs Bureau website.)