Japan Godo Kaisha (Limited Liability Company) Establishment Registration Application

This file is the source-review record for this document version, per the manual-source-review-v1 practice.

Current claim

• status: draft
• verification.method: manual-source-review-v1
• verification.lastVerifiedAt: 2026-07-09
• maturity.level: structural-reference

Why this candidate, this cycle

This is the recurring "GovSchema Standard Research" cycle (GOV-2026). Its own phased brief names four candidates as "focus" areas for the National ID/Civic Documents vertical (DE Steuer-ID, SG NRIC loss/damage + re-registration, NZ RealMe, remaining voter registration). All four were re-checked first against this catalog and the registry, and all were confirmed already resolved by prior cycles:

• DE Steuer-ID → de/finanzamt/tax-identification-number (published).
• SG NRIC loss/damage + re-registration → sg/ica/identity-card-replacement + sg/ica/identity-card-reregistration (both published).
• NZ RealMe → nz/dia/realme-verified-identity (published).
• "Remaining voter registration" — every jurisdiction's voter-registration gap this catalog's own "Known Gaps" section tracks is either already published (e.g. de/bundeswahlleiterin/voter-registration-abroad, nz/electoral-commission/voter-registration) or logged as a confirmed dead end/legally-closed window (e.g. Colombia's overseas registration microsite no longer resolving; Brazil's Título Net nationwide-closed under Lei no. 9.504/1997 art. 91 until 2026-11-03) — see CATALOG.md's "Known Gaps & Opportunities" and "Confirmed dead ends" sections. This recurring issue's generic phased brief is treated, per this registry's own established precedent (GOV-1546, GOV-1574, and others), as a prompt to re-scan the catalog fresh rather than a literal, always-current to-do list.

CATALOG.md's own "Known Gaps" item 6 (added across GOV-2005/GOV-2012/GOV-2019) explicitly flagged, as Japan's next candidates, the three sibling Kabushiki Kaisha (Stock Company) incorporation variants and the Seal Registration Notification (印鑑届書) — both found on the same houmukyoku.moj.go.jp index page that Japan's existing jp/houmukyoku/stock-company-establishment-registration-application was sourced from. Re-screening that same index page this cycle turned up a stronger, previously-unflagged candidate on the identical page: the Godo Kaisha (合同会社) Establishment Registration Application — a wholly distinct company-type template, not a procedural variant of the Kabushiki Kaisha form, analogous to how this registry already models more than one company-formation entity type for other jurisdictions (e.g. Germany's de/gewerbeamt/business-registration and de/handelsregister/gmbh-formation-musterprotokoll). This was judged a stronger next step than the flagged sibling variants/Seal Registration Notification (each a narrower delta over an already-modelled template) since it deepens Japan's Business Formation vertical with a genuinely new company type used by real, well-known entities (e.g. Amazon Japan G.K., Apple Japan G.K., both incorporated as Godo Kaisha).

Sources examined

• Document (id, version): jp/houmukyoku/limited-liability-company-establishment-registration-application / 1.0.0
• Spec version: GovSchema 0.3.0
• Authority: Legal Affairs Bureau (法務局), Ministry of Justice (houmukyoku.moj.go.jp).
• First fetched, turned out to be a worked example (fetched live, HTTP 200, 494551 bytes): https://houmukyoku.moj.go.jp/homu/content/001252889.pdf — the Legal Affairs Bureau's own filled-in worked example ("記載例") of the Godo Kaisha establishment application, 10 pages, using the placeholder company name "○○商店合同会社" throughout — not a blank fillable form. This is the identical trap GOV-2019 first hit for the Kabushiki Kaisha form (a search-indexed PDF resolving to the illustrated "記載例" edition rather than the blank "申請書様式").
• The genuinely blank counterpart template, traced from the index page (fetched live, HTTP 200): https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html ("商業・法人登記の 申請書様式"), section "１　設立", row "1-5" ("合同会社設立登記申請書"): linking to 申請書様式 (application form template), the true blank form this document is modelled from: https://houmukyoku.moj.go.jp/homu/content/001249560.pdf (fetched live, HTTP 200, 454977 bytes, 12 pages; a Word edition, 001249513.docx, is linked alongside it and was not separately opened).
• Retrieved / reviewed: 2026-07-09.
• Reviewer: GovSchema Engineering (Standards Engineer — initial authoring source review).

Bot-mitigation note

Reconfirms the finding recorded by three prior cycles (GOV-2005, GOV-2012, GOV-2019): houmukyoku.moj.go.jp returns HTTP 403 to a plain default-curl request but HTTP 200 to a request carrying an ordinary desktop-browser User-Agent string (Mozilla/5.0 (Windows NT 10.0; Win64; x64) AppleWebKit/537.36 (KHTML, like Gecko) Chrome/124.0 Safari/537.36) — narrow bot mitigation keyed on the default-curl signature, not an IP-level block. Both PDFs cited above, and the guidance index HTML page, were fetched successfully with that browser User-Agent on the first attempt. node tools/verify-sources.mjs registry/jp/houmukyoku/limited-liability-company-establishment-registration-application/1.0.0 reports "1 directory, 4 URLs checked, 0 warning(s), 0 allowlisted, all clear" — confirmed directly, immediately before opening this PR.

Extraction method

Both PDFs have zero AcroForm/Widget annotations on every page (confirmed via pdfjs-dist's getAnnotations() — widgets: 0 on all 10/12 pages of the worked example and blank template respectively) but a full, genuine Japanese text layer, extracted with pdfjs-dist (pinned 3.11.174, installed into a throwaway /tmp scratch directory, not added to this repo's tracked package.json) via getTextContent(), sorting each page's text items by descending y (row) then ascending x (column) to reproduce genuine visual reading order — the same technique already used for jp/houmukyoku/stock-company-establishment-registration-application and jp/isa/certificate-of-eligibility-application.

The blank template and worked example were diffed line-by-line, surfacing one finding that reproduces the Kabushiki Kaisha sibling schema's own extraction finding and one genuine distinction from it — both disclosed as sourcing caveats rather than silently resolved:

1. The blank template's 登記すべき事項 body is byte-for-byte identical placeholder content to the worked example, not genuinely blank — the same pattern already documented for the Kabushiki Kaisha sibling schema, not a discrepancy from it. Both PDFs' 登記すべき事項 passages read identically from 「商号」○○商事合同会社 through the same 「目的」 list, the same 資本金の額 (金５００万円), and the same managing/representative member and performing-officer names. The only difference between the two PDFs' 登記すべき事項 bodies is the trailing 課税標準金額/ 登録免許税 tax-computation line immediately after it: the blank template leaves the amount unfilled (金 円), while the worked example fills it in (金５００万円) with an explanatory annotation ("資本金の額を記載します。"). This is the same underlying feature the Kabushiki Kaisha sibling schema's VERIFICATION.md already documents and explains: 登記すべき事項 is not written into boxes on the printed page at all — it is drafted separately and submitted as an attachment, on a CD-R, or via the Legal Affairs Bureau's own online filing system, so the Bureau's blank template prints the worked example's placeholder text as a drafting guide rather than leaving the passage empty.
2. The agent/proxy (代理人) pathway has no distinct labeled row on the blank template at all. The blank template's entire filing block — attachment list, signature block, destination Legal Affairs Bureau, and contact phone number — fits on its page 2 (grep-verified: no occurrence of "代理人" anywhere in the blank template's extracted text). The worked example, by contrast, spreads the identical filing block across its own pages 2–3 and its extra page 3 carries the 代理人 row, its explanatory note ("代理人が 申請する場合にのみ記載し、代理人の印鑑（認印）を押します。この場合、 代表社員の押印は、必要ありません。"), and a worked value ("上記代理人 ○○○○"). This differs from the Kabushiki Kaisha sibling's finding (whose blank template prints the 代理人 row itself, just without the explanatory annotation) — here the row is absent from the blank template outright. filedByAgent/agentName/agentAddress are modelled as optional fields on the strength of the worked example's own evidence that this is a real, supported filing pathway (the same Legal Affairs Bureau system that accepts an agent-filed Kabushiki Kaisha application would have no reason to categorically bar an agent-filed Godo Kaisha one), but this caveat is disclosed rather than silently treated as equivalent to the sibling schema's finding.

What the application maps to

• フリガナ / 商号 / 本店 / 登記の事由 (the blank template's own genuinely blank header fields) → companyNameFurigana, companyName, headOfficeAddress, incorporationProcedureCompletionDate. companyName/ headOfficeAddress are reused (not modelled twice) for their restatement in the 登記すべき事項 passage and again in the filing block.
• 「公告をする方法」 → methodOfPublicNotice, modelled as free text for the identical reason disclosed in the Kabushiki Kaisha sibling schema: neither source document here enumerates Company Act art. 939's other statutory public-notice methods, only the default (Official Gazette).
• 「目的」 → businessPurposes, one free-text field per this registry's established GSP-0009 treatment of a source's own numbered/repeating list.
• 「資本金の額」 → capitalAmount. No statutory minimum capital applies in Japan since the 2006 Companies Act reform, so validation.minimum is set to 1. The source's own registration-tax line (「登録免許税」) computes 0.7% of this amount with a ¥60,000 statutory floor — distinct from the ¥150,000 floor the Kabushiki Kaisha sibling schema documents for its own registration tax — but, per this registry's established excludable-arithmetic-vs-input test (refined across the Czech Republic's Příloha annex cycles), this is a pure arithmetic derivation of capitalAmount with no independent input and is not modelled as its own field. The differing floor is disclosed here in capitalAmount's own description for completeness, not modelled.
• 「社員に関する事項」（業務執行社員／代表社員／職務執行者） — the Godo Kaisha structure's central difference from the Kabushiki Kaisha sibling schema: a Godo Kaisha has no shareholders, shares, directors, or board; it is run by 社員 ("members"), any of whom — unlike a kabushiki-gaisha's directors — may itself be a corporation rather than an individual. Modelled as: managingMemberNames (every managing member's name, semicolon-separated, the same repeating-table convention directorNames uses in the sibling schema) plus representativeMemberName/representativeMemberAddress for the member separately designated to represent the company (registered a second time together with an address, exactly parallel to the sibling schema's representativeDirectorName/representativeDirectorAddress). representativeMemberIsCorporation (boolean) and hasCorporateManagingMember (boolean) capture the two distinct "a member is itself a corporation" cases the source's own attachment notes address differently (see documents[] below); performingOfficerName/performingOfficerAddress (requiredWhen representativeMemberIsCorporation is true) model the individual (職務執行者, "performing officer") a corporate representative member must designate to act in its stead, since a corporation cannot act in that capacity in person.
• The filing block (page 2 of the blank template) → applicationDate, legalAffairsBureauOffice, contactPhoneNumber (present, unmarked, on the blank template's own page 2 — modelled optional per this registry's established treatment of an unmarked contact-number line), and the agent/proxy fields filedByAgent/agentName/agentAddress (requiredWhen filedByAgent is true), sourced from the worked example's own page 3 only, per the sourcing caveat disclosed above.
• The attachment list (「添付書類」) → documents[], nine attachment requirements. corporateMemberRegisteredMattersCertificateFile uses a composite requiredWhen (any of representativeMemberIsCorporation or hasCorporateManagingMember, GSP-0013's Condition grammar), reflecting the source's own note that a registered-matters certificate is needed whichever kind of corporate member is involved, while performingOfficerSelectionDocumentFile/ performingOfficerAcceptanceOfAppointmentFile gate on representativeMemberIsCorporation alone (the source's own note limits those two documents to the corporate-*representative*-member case, not a corporate managing member generally) — this distinction is stated explicitly in the source's own attachment note: "（合同会社を代表する社員が法人である 場合には、次の①から③までの書面が必要です。また、業務執行社員が法人であ る場合には、次の①の書面が必要です。）", present on both the blank template and worked example.

What is NOT modelled (out of scope), and why

• The internal content of every attached supporting document (the articles of incorporation's own model articles; the representative-member/ head-office/capital decision document; the proof-of-payment document; the capital-amount certificate; the power of attorney) — each is modelled only as a documents[] attachment requirement, not decomposed field-by-field, mirroring the identical scope decision in the Kabushiki Kaisha sibling schema. These illustrative specimens are printed on pages 5-12 of the blank template purely as guidance for drafting each attachment, and are themselves candidates for future companion-schedule cycles.
• The registration-fee/tax computation (「課税標準金額」and「登録免許税」) — both source documents give the formula in full (0.7% of capitalAmount, ¥60,000 statutory floor, rounded down to the nearest ¥100) — a pure arithmetic derivation of capitalAmount with no independent input; excluded per this registry's established excludable-arithmetic-vs-input test.
• 「登記記録に関する事項」「設立」 — a fixed constant printed on every filing of this kind ("設立" / "Incorporation"), not a variable the applicant supplies; excluded as a non-field constant.
• 印鑑届書 (Seal Registration Notification) — a related but legally separate filing, referenced in the worked example's own opening annotation (page 1: "代表社員が申請書又は委任状に印鑑を押印する場合は、登記所に提出 した印鑑を押印するしなければなりません。印鑑の提出は、印鑑届書により行い ます。"), with its own distinct template/worked-example pair linked from the same index page — out of scope for this document, still a candidate for a future cycle (as already flagged in CATALOG.md's Known Gaps for the Kabushiki Kaisha sibling).
• The Word (.docx) edition of the blank template (001249513.docx, linked alongside the PDF at the same index-page row) — not opened or cross-checked this cycle; the PDF's text-layer content is the basis for this document.
• Multiple representative members — Japanese law permits more than one 代表社員, but neither source document models more than one at a time; representativeMemberName/Address are modelled as singular fields, consistent with the sibling schema's singular representativeDirectorName. A multi-representative-member scenario is out of scope for this v1.0.0.

Mock-data test run

Per this registry's established practice, a one-off Node.js script (not committed to the repo) checking every type/required/requiredWhen (including the composite any condition)/validation constraint in schema.json was run against two realistic scenarios plus four negative controls:

``` PASS [OK] Scenario 1: worked-example values, corporate representative member, filed personally PASS [OK] Scenario 2: individual members only, filed via judicial scrivener agent PASS [FAIL] Negative control 1: representativeMemberIsCorporation=true but performingOfficerName/Address missing - MISSING required field: performingOfficerName - MISSING required field: performingOfficerAddress - MISSING required document: performingOfficerSelectionDocumentFile - MISSING required document: performingOfficerAcceptanceOfAppointmentFile PASS [FAIL] Negative control 2: filedByAgent=true but agentName/powerOfAttorneyFile missing - MISSING required field: agentName - MISSING required field: agentAddress - MISSING required document: powerOfAttorneyFile PASS [FAIL] Negative control 3: capitalAmount below minimum (0) - INVALID minimum for capitalAmount: 0 < 1 PASS [FAIL] Negative control 4: hasCorporateManagingMember=true but registered-matters certificate missing - MISSING required document: corporateMemberRegisteredMattersCertificateFile

ALL SCENARIOS BEHAVED AS EXPECTED ```

Scenario 1 reproduces the worked example's own values (fictional company "○○商店合同会社", a corporate representative member "○○商事株式会社" with its own designated performing officer, one further individual managing member, filed by the representative member's performing officer personally — filedByAgent: false). Scenario 2 is an independently-constructed fictional scenario (a two-individual-member Godo Kaisha, "藤崎コンサルティング合同会社", no corporate member anywhere, filed through a judicial-scrivener agent — exercising filedByAgent/agentName/agentAddress together with both corporate-member booleans left false). The four negative controls confirm the check script actually enforces requiredWhen (three times, including once for the composite any condition) and validation.minimum rather than trivially passing everything. No defects were found in the schema itself.

Both registry validators were run against the schema document and pass:

``` $ node tools/validate.mjs registry/jp/houmukyoku/limited-liability-company-establishment-registration-application/1.0.0/schema.json ok registry/jp/houmukyoku/limited-liability-company-establishment-registration-application/1.0.0/schema.json 1/1 document(s) passed.

$ node tools/validate-ajv.mjs registry/jp/houmukyoku/limited-liability-company-establishment-registration-application/1.0.0/schema.json ok registry/jp/houmukyoku/limited-liability-company-establishment-registration-application/1.0.0/schema.json [v0.3] 1/1 document(s) validated against the meta-schema (ajv 2020-12). ```

Full-registry validation and node tools/verify-sources.mjs registry/jp/houmukyoku/limited-liability-company-establishment-registration-application/1.0.0 ("1 directory, 4 URLs checked, 0 warning(s), 0 allowlisted, all clear") were both re-run clean immediately before opening this PR.

Scope and jurisdiction notes

• This is Japan's fourth document in the registry (after jp/isa/certificate-of-eligibility-application, GOV-2005; jp/j-lis/individual-number-card-issuing-application, GOV-2012; and jp/houmukyoku/stock-company-establishment-registration-application, GOV-2019) and its second in the Business Formation vertical — Japan's vertical count remains 3 of 6 (Visa, National ID, Business Formation); this document deepens the Business Formation vertical with a second company type rather than opening a new vertical.
• Reuses the existing houmukyoku (法務局, Legal Affairs Bureau) authority segment already established by the sibling Kabushiki Kaisha schema. jurisdiction.level is national for the same reason as that sibling schema (the Legal Affairs Bureau system operates nationwide, even though a specific application is filed at a local branch/sub-office selected via legalAffairsBureauOffice).
• id/process slug limited-liability-company-establishment-registration-application uses "Limited Liability Company" as the English rendering of 合同会社 (Godo Kaisha) — the term used by real Godo Kaisha entities themselves in their own English trade names (e.g. "Amazon Japan G.K.", "Apple Japan G.K.", where "G.K." abbreviates "Godo Kaisha"), consistent with this registry's established convention for a Japanese-only source with no single official English name printed on the source itself.
• version set to 1.0.0: like its Kabushiki Kaisha sibling, this document models one complete, self-contained procedural template in full (every page of its own application template, not a partial cover sheet awaiting an indispensable companion page from a different template) — the Legal Affairs Bureau publishes only one Godo Kaisha establishment template (unlike Kabushiki Kaisha's four board/subscription-method variants), so there is no sibling-variant ambiguity to flag for this entity type.
• Conditional requiredness uses requiredWhen (GSP-0013), including one composite any condition (corporateMemberRegisteredMattersCertificateFile) — the first use of GSP-0013's boolean composition grammar in this registry's Japan documents, consistent with every other recent document's use of the shared Condition grammar.

Re-verification

Per the practice's cadence, nextReviewBy is set to 2027-01-09 (6 months). A future review should still prioritize the three sibling Kabushiki Kaisha incorporation variants and the Seal Registration Notification (印鑑届書) flagged by the immediately prior cycle (GOV-2019), both still open, unpursued, well-sourced candidates on the same houmukyoku.moj.go.jp index page.