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Legal blog
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Regulation of Business Outsourcing in Japan : the Amendment to the Subcontract Actby：Kensho Onoda、Poom Kerdsang What is the Act on the Amended Subcontract Act? The Act Against Delay in Payment of Fees, etc. to Small and Medium-sized Entrusted Business Operators in Manufacturing and Other Specified Fields (the “Amended Subcontract Act”) is designed to protect small and medium-sized enterprises (SMEs) and ensure transaction fairness. Previously known as the Subcontract Act, the legislation was substantially amended and renamed, with the new regulatory framework taking effect on January 1st, 2026. The Amended Subcontract Act imposes certain restrictions on the principle of contractual freedom, mandating specific obligations and prohibitions on the Entrusting Business Operator. Therefore,…
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Navigating Contract Law in Japan: A Guide to Civil vs. Common Law for Startupsby：Kensho Onoda、Poom Kerdsang 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…
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Overview of Japan’s Personal Information Protection Lawby：Kensho Onoda、Poom Kerdsang Summary Introduction Japan’s Act on the Protection of Personal Information (“APPI”) is a comprehensive data protection framework designed to balance the protection of individual (data subject) rights while promoting the effective use of data. APPI imposes obligations such as specifying and notifying the purpose of use, prohibiting use beyond the specified purposes, implementing security safeguards, restricting the provision of personal information to third parties, and responding to requests from individuals. While APPI shares similarities with other major data protection regimes, including the GDPR, it also incorporates several unique concepts, such as “Personal Related Information”, that require…
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JAPAN Corporate Governance Structureby：Kensho Onoda、Poom Kerdsang 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…
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Marketing Regulations Part 1: Navigating Japan’s Advertising Regulations: Restrictions on Advertising Claimsby：Kensho Onoda、Poom Kerdsang 0. Introduction Advertising and marketing activities in the Japan are subject to strict consumer protection rules. At the center of these rules is the Act against Unjustifiable Premiums and Misleading Representations (the “Premiums and Representations Act”). This article focuses particularly on the Act’s regulation of representations (“advertising claim”), outlining the its objectives, regulatory requirements, violation consequences and risks, as well as key considerations for foreign companies seeking to enter the Japanese Market. 1. Overview The Premiums and Representations Act was enacted in 1962 and is administered by the Consumer Affairs Agency as part of Japan’s consumer…
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Choosing the Right Corporate Form in Japan: Kabushiki Kaisha (K.K.) vs. Godo Kaisha (G.K.)by：Kensho Onoda、Poom Kerdsang Introduction Foreign companies and entrepreneurs expanding into Japan often face a unique choice between two types of limited liability companies: Kabushiki Kaisha (K.K.) and Godo Kaisha (G.K.). While both forms protects owners with limited liability, they differ significantly in key respects such as incorporation costs, operational flexibility, social credibility, and fundraising capacity. Understanding these differences is crucial for selecting the structure that best aligns with your business objectives in Japan. This article explains the features of each and offers practical guidance to help businesses make the right choice. 1. Historical Background and Basic Structure Kabushiki Kaisha…
