Corporate legal services: overview

1. What is the situation?

Inquiries fall into three broad groups. A disagreement over the company's decision-making, or over the position of a shareholder or an officer. A question about the terms of a contract with a business partner, or about its termination or the payment due under it. A question about how a new business or an internal arrangement is treated under the legislation.

The main points to have in order are: the articles of incorporation and the entries in the commercial register, which is the public register of companies in Japan; the structure of the company's governing bodies and the course of the decisions taken; the contract concerned and any later agreement varying it; the course of the exchanges so far; any notice or claim received and the deadline attached to it; and the records that remain. Depending on the matter, preserving records and meeting deadlines may need to proceed in parallel.

What follows is not a complete list of corporate legal topics. It sets out the situations for which we have prepared individual guides. The grouping follows the way a matter usually arrives, and one matter can involve more than one guide.

2. Shareholders, officers, and the company's decision-making

A disagreement inside the company may present itself not as a question of contract but as a question of the procedures and rights provided for by the Companies Act. Who is entitled to decide what, and whether the procedure required for a decision has been followed, are the starting points.

• Responding to shareholder claims and disputes over control of the company — general meetings of shareholders, the appointment and removal of officers, requests to inspect the accounting books, litigation brought by shareholders, and questions about the liability of officers. The guide also sets out the order in which matters are checked where the shares are dispersed, or where the registered holder is not the person who provided the funds.
• Disputes over who owns the shares, including shares held in another person's name — responding where it is disputed to whom shares belong, whether because of a succession from the previous generation or because of how the capital was contributed when the company was formed.

The conduct of general meetings and board meetings themselves, amendments to the articles of incorporation, and a review of the structure of the company's governing bodies are matters to raise with us separately, according to the facts. Where a company or a business is to be sold or acquired, see our legal support for mergers and acquisitions.

3. Transactions and contracts

In a dispute over a transaction, the wording of the contract is compared with how the transaction has actually been conducted. Where a contract is to be brought to an end, rules under industry-specific legislation and under the Antimonopoly Act may apply alongside the grounds provided by the contract.

• Ending a business relationship and refusing to renew a contract — both bringing a continuing relationship to an end and receiving notice that it is to end, covering the grounds under the contract, the notice period, and who bears the loss.
• Payment and pricing in entrusted business transactions — the rules on payment of the fee, reduction of the fee and consultations about price in transactions in which work is entrusted to another business, and responding where an investigation is carried out.
• When a business partner does not pay: unpaid receivables and late payment — how a claim is put together where payment cannot be recovered, checking the prescription period, and the procedures for provisional remedies and for recovery.
• Disputes over system development projects — disputes over the abandonment of a project, changes to the specification, and acceptance testing and defects, with the points to consider set out for each type of contract.

Drafting and reviewing contracts and terms of use is work we carry out under ongoing legal advisory services.

4. Considering a new business or service

When a new business is being started, checking at the outset which legislation it falls under makes it less likely that the design will have to be changed later. Which rules apply depends on the goods or services concerned and on how funds and information move.

• Regulatory compliance: overview — guides by area on whether industry-specific legislation applies, the rules on advertising and representations, the rules on entrusted transactions, and arrangements for internal whistleblowing.
• Financial services: overview — transactions for raising funds and for payment, and responding where it is said that registration is required or that an activity falls outside the permitted scope of business.
• Intellectual property, IT and data: overview — disputes over rights, the handling of trade secrets, and system development and the management of data.

We do not offer a view on how an administrative authority will decide a matter, or on when it will do so. Whether a procedure is required, and how it is to be conducted, is likewise something we explain after checking the particular facts.

5. Internal arrangements, and responding when a problem arises

The internal arrangements a company has in place affect what can be done when a problem arises. The authority to investigate, the retention of records, and the arrangements for receiving reports are matters to be settled in the course of day-to-day legal work.

• Internal whistleblowing and the amended Whistleblower Protection Act — the arrangements for receiving reports, the persons covered, the prohibition on detrimental treatment because of a report, and the handling of confidentiality.
• Internal investigations into suspected misconduct — the arrangements for the investigation, how the facts are established, preserving materials and data, interviews with those concerned, and the handling of the findings, including whether to make them public.
• Labor and employment: overview — guides by situation on disputes with employees, excessive demands from customers, and the removal of information from the company.

Training for officers and employees is designed and delivered to match the company's business and its internal rules.

6. Related areas

Transactions involving parties abroad, the effect of foreign legislation and sanctions, and disputes abroad are covered in International legal services: overview.

The initial response to something that has already occurred — an information leak, an investigation by an authority, or a warning alleging infringement of a right — is covered under crisis management and incident response. Court proceedings themselves, including litigation and provisional dispositions, are covered under litigation and dispute resolution. A provisional disposition is an order of a Japanese court that regulates the position of the parties on a provisional basis while the main proceedings are pending.

7. Making an inquiry

We advise companies, other legal entities and their executives across corporate legal matters. Depending on the matter and the scope of the instructions, our work runs from organizing the facts and the contracts, through checking the procedure for decisions by the company's governing bodies and dealing with the other party and the authorities, to negotiations and court proceedings.

Before we hear the details, we check for conflicts of interest and related points. When you first contact us, please give the company name, the position of the other party, an outline of the situation, and any deadline for responding. We will explain how to send contracts and internal material after those checks.

Key legislation and official sources

English translations of legislation are provided for reference. The Japanese texts are authoritative.

Where it appears	Legislation	Source type
Decisions of the company's governing bodies, the rights of shareholders, and the liability of officers (sections 2, 5)	Companies Act（会社法）	Japanese legislation / English translation
Ownership of shares, entry in the shareholder register, and succession to shares (section 2)	Companies Act（会社法）, Civil Code（民法）	Japanese legislation / English translation
The terms of a contract, its termination, and damages (sections 1, 3)	Civil Code（民法）	Japanese legislation / English translation
Prescription of claims, provisional remedies and recovery (section 3)	Civil Code（民法）, Civil Provisional Remedies Act（民事保全法）	Japanese legislation / English translation
Abuse of a superior bargaining position when a trading relationship is brought to an end (section 3)	Act on Prohibition of Private Monopolization and Maintenance of Fair Trade（私的独占の禁止及び公正取引の確保に関する法律）	Japanese legislation / English translation / Official guidance
Whistleblowing arrangements and the protection of the person reporting (section 5)	Whistleblower Protection Act（公益通報者保護法）	Japanese legislation / English translation / Official guidance

Legal information reviewed: 2026-09-18

Contact

Making an inquiry

Please tell us the outline of the situation, any notice you have received and its date, and any deadline you are working to.

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Related Services

Related Crisis Management Topics

Responding to shareholder claims and disputes over control of the company

General meetings of shareholders, the appointment and removal of officers, requests to inspect the accounting books, litigation brought by shareholders, and questions about the liability of officers, with the order in which matters are checked set out from the company's side.

Ending a business relationship and refusing to renew a contract

Both bringing a continuing business relationship to an end and receiving notice that it is to end, covering the grounds under the contract, the notice period, and who bears the loss.

Corporate legal affairs (practice areas)

Our practice areas covering the Companies Act and the Commercial Code, contract work including contracts and terms of use, corporate governance, general meetings of shareholders and board meetings, the legal review of new businesses and services, and corporate reorganizations and changes of corporate structure.

This article is provided for general informational purposes only and does not constitute legal advice on any specific matter. Please consult us regarding your specific situation. The content is based on the laws and regulations in effect as of the date of the last update.