by：Kensho Onoda、Poom Kerdsang [toc] Introduction Establishing a business in Japan requires navigating a legal landscape fundamentally different from other countries. A core premise is that Japan operates under a Civil Law system, distinct from the Anglo-American Common Law tradition. Contract under Civil Law 1. Civil Law Characteristics Civil law is a legal system developed primarily in France and Germany. It is characterized by a comprehensive legal order built around codified statutes. Japan’s Civil Code, enacted in the late 19th century, was also significantly influenced by the German and French Civil Law systems. Consequently, Japanese legal practice begins by considering “which…

by：Kensho Onoda、Poom Kerdsang [toc] Introduction One of the most important initial decisions when establishing a corporation in Japan is to decide on an appropriate corporate governance structure. The corporate governance structure determines how decision-making, business execution, and oversight are structured within the company. Under Japan’s Companies Act, companies have a certain level of flexibility in selecting and combining governance bodies, provided that the statutory requirements are met. An effective governance structure should reflect the company’s size, capital composition, and shareholder relationships. This article provides a detailed explanation of the fundamental concepts of corporate governance structure, available legal framework, and practical…