Japan: Measures for non-disclosure of representative directors' addresses

The measures for non-disclosure of representative directors' addresses outline conditions where the address of a representative director, executive officer, or liquidator in a joint stock company will be partially omitted from official documents. MSI's Japan law firm member Aquaxis Law Office provides further insight.

Introduction - Outline and Background of the Measures for the Non-disclosure of the Addresses of Representative Directors

The measures for the non-disclosure of the address of a representative director (“Measures”) provide that, under certain conditions, a part of the address of the representative director, representative executive officer (in case of a company with a nomination committee) or representative liquidator (in case of a liquidating joint stock company) ("Representative Director") of a joint stock company will not be indicated on the certificate of registered matters, abstract of registered matters or registration information provision service ("Certificate of Registered Matters").

Generally, the address of the Representative Director is necessary information for a potential claimant to hold the Representative Director personally liable in cases where the tort liability of the company is at issue, such as consumer damages, and is also the basis for determining the venue of litigation against the company in cases where the company has no office or place of business.

Therefore, the address has been publicly disclosed as a registered matter under the Companies Act. However, in recent years, there has been a growing debate among entrepreneurs of start-up companies regarding the disclosure of their home addresses, since there are issues with disclosure of their personal information and some have pointed out that this is a hurdle to starting a business. The Japan Business Federation (Keidanren) has also demanded that the information be kept private for reasons of privacy protection.

Under these circumstances, the Measures were established, promulgated on April 16, 2024, and came into effect on October 1 of the same year.

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