What Information to Include for a Japanese Company in the Introductory Clause

The party information you include in the introductory clause should serve to distinguish that party from anyone else bearing that name. But I’m acutely aware that what information you include can depend on the jurisdiction.

This Tuesday, at my Tokyo “Drafting Clearer Contracts” seminar, I heard of another instance of that from Noboru Muranaka, a member of the legal staff at a Japanese telecommunication company. He was kind enough to follow up by email with the following account:

Under article 27 of the Japanese Commercial Registration Act, registration of a company name will be rejected if that name was previously registered and if the applicant has the same business address as that of anyone who previously registered that name. It follows that you can register a company name that has previously been registered as long as you use a business address different from that used by previous registrants.

Of course, using another company’s name to compete unfairly with that company is restricted by Japanese law, including article 8 of the Companies Act, articles 2.(1)(i) and (ii) of the Unfair Competition Prevention Act, the Trademark Act, and so on. So it would be against the law for me to use the name “Nissan Motors Ltd.” with the aim of profiting from any confusion that creates. But if unfair competition isn’t an issue, there’s nothing to prevent my using a name already used by another company.

That’s why this web page shows that 609 Japanese companies have the name “Assist Ltd.” (It’s in Japanese, but if you use Google Translate you’ll get the general idea.)

Usually, in Japanese contracts the introductory clause states the registered name of any party that’s a company, and the signature blocks include company registered addresses, registered names, and names of authorized signatories. Usually, other information that could be used to identify parties (company ID number, tax number, etc.) isn’t included.

So, that’s why if a Japanese company is party to a contract, it’s best to use that company’s registered office to distinguish that company from other Japanese companies with the same name. And you shouldn’t rely on using some other address for that company.

Based on Noboru’s account, for each Japanese company that’s party to a contract, I’d be inclined to include the address of the registered office in the introductory clause, not with the signature blocks. But wouldn’t using a company ID number be more convenient?

Do any other Japanese contracts professionals have anything to add?

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.