Dissolution Process for Dormant Companies and Dormant General Incorporated Associations/Foundations

We have also published a leaflet titled “IT'S YOUR DUTY to complete the registration of your company” (PDF) which provides an easy-to-understand explanation of the dissolution process for dormant companies and dormant general incorporated associations/foundations. Please refer to the leaflet.

- Obligation to register changes to companies, etc.
The commercial registration system is a system that aims to maintain people’s trust in things such as companies, etc., by recording trade names and certain matters related to companies, etc., in a register and widely publicizing those matters to the public, as well as contributing to safe and seamless transactions (Article 1 of the Commercial Registration Act).
When changes occur to matters registered at the time of the establishment of a company, etc., the changes must be registered at the location of the head office or principal office within two weeks (Article 915, Paragraph 1 of the Companies Act, Article 303 of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter, “the General Incorporated Act”).
In addition, if a company fails to register as required by the Companies Act, etc., the representative who failed to apply for registration may be subject to a civil fine of up to 1 million yen (Article 976, Paragraph 1, of the Companies Act; Article 342, Paragraph 1, of the General Incorporated Act).
For more details, please refer to “Have you already completed registration of change of officers? Even if you are reappointed, you need to register such change”.
Please refer to the Legal Affairs Bureau website here for information on application procedures for commercial and corporate registrations.

- Dissolution process for dormant companies and dormant general incorporated associations/foundations

Legal Affairs Bureaus throughout Japan conduct dissolution process for dormant companies and dormant general incorporated associations/foundations every year.
Every year around October, the Minister of Justice publishes a public notice in the Official Gazette, and the registry office sends notices to dormant companies and dormant general incorporated associations/foundations. If the necessary registrations (changes to officers, etc.) or a notice to the effect that the business has not yet been discontinued are not made within two months of publishing the notice, a deemed dissolution will be registered, even if the business is actually continuing. (This series of procedures is called the “dissolution process for dormant companies and dormant general incorporated associations/foundations.”)

Failure to appropriately handle dormant companies can lead to problems such as
(1) a company that has discontinued business and lost its substance will remain listed on the registry indefinitely, which may cause the registry to lose credibility, and
(2) dormant companies may be bought and sold and used as a means of crime.
Therefore, from fiscal year 2014 onwards, the dissolution of dormant companies is to be conducted every year (Fiscal year 2022 will be the fourteenth such dissolution. The first was held in 1974, the second in 1979, the third in 1984, the fourth in 1989, the fifth in 2002, and the sixth in 2014. Since the seventh dissolution, procedures have been held every year. Furthermore, the dissolution of dormant general incorporated associations/foundations has been conducted since the sixth round of dissolutions.).

<For information on the dissolution of dormant companies and dormant general incorporated associations/foundations in 2025, please see this page.>

As a result of the process to dissolve dormant entities, approximately 730,000 dormant companies and approximately 14,000 dormant associations/foundations have been deemed to have been dissolved, and deemed dissolutions have been registered (based on the results of the first (1974) to fourteenth (2024) round of dissolutions).