Japan Stock Company Establishment Registration Application (Board of Directors Installed, Incorporation by Promoters)

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: 2026-07-10
• maturity.level: structural-reference

Why this candidate, this cycle

This is the recurring "GovSchema Standard Research" cycle (GOV-2049). The task brief itself is generic (catalog what exists, research what is missing, author a schema for a genuinely open gap) — per this registry's established pattern (see e.g. jp/houmukyoku/limited-liability-company-establishment-registration-application's own VERIFICATION.md), the brief's own named National ID candidates (DE Steuer-ID, SG NRIC loss/damage/re-registration, NZ RealMe, "remaining voter registration") were re-checked first against CATALOG.md and confirmed already resolved by prior cycles (de/finanzamt/tax-identification-number, sg/ica/identity-card-replacement + sg/ica/identity-card-reregistration, nz/dia/realme-verified-identity; every tracked voter-registration gap is either published or a confirmed dead end/legally-closed window). CATALOG.md's own Known Gaps item 6 was then re-read fresh and found to still flag the same three open Japan companion-schedule candidates it has flagged since GOV-2019: the Legal Affairs Bureau's three remaining sibling stock-company-incorporation variants (rows 1-1, 1-2, 1-4 of the houmukyoku.moj.go.jp index page already sourced for the published no-board sibling, row 1-3) and the Seal Registration Notification's own corporate-representative-member scenario (a narrower, already-partially-modelled companion, closed by GOV-2035 for its main case).

Of the three sibling incorporation variants, row 1-1 (board of directors installed, incorporation by promoters) was picked over row 1-2 (board installed, public subscription) and row 1-4 (no board, public subscription) because it is the strongest, most clearly differentiated candidate: installing a board of directors changes two things the application form itself surfaces as genuinely new fields/attachments relative to the already-published no-board sibling (a board-elected, rather than directly-designated, representative director; a Companies Act art. 327(2)-mandated auditor), whereas row 1-4 only changes the subscription mechanism (promoter-only vs. public), a distinction this specific application form does not itself surface as any distinct field — its only visible effect would be on the internal content of the articles of incorporation and promoters' consent documents, both already out of scope as undecomposed documents[] attachments. Row 1-2 (board installed + public subscription) would combine both axes but was not picked this cycle, left as a candidate for a future cycle once this simpler board-axis variant establishes the officer-particulars/auditor pattern.

Sources examined

• Document (id, version): jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors / 1.0.0
• Spec version: GovSchema 0.3.0
• Authority: Legal Affairs Bureau (法務局), Ministry of Justice (houmukyoku.moj.go.jp).
• Blank template (fetched live, HTTP 200, 623400 bytes, with a browser User-Agent): https://houmukyoku.moj.go.jp/homu/content/001249314.pdf — item 1-1 ("株式会社設立登記申請書（取締役会を設置する株式会社の発起設立）", "Stock company with a board of directors, incorporation by promoters") of the same index page (https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html, section "１　設立") the already-published no-board sibling document is sourced from (item 1-3). 20 pages, zero AcroForm/Widget annotations on every page (confirmed via pdfjs-dist's getAnnotations()), a full genuine Japanese text layer.
• Companion worked example (fetched live, HTTP 200, 756356 bytes, with a browser User-Agent): https://houmukyoku.moj.go.jp/homu/content/001331097.pdf — the Bureau's own filled-in specimen ("記載例") of the identical row 1-1 variant, titled on its own first line "（取締役会を設置する株式会社の発起設立）". 20 pages, zero AcroForm/Widget annotations, same placeholder company name "○○商事株式会社" throughout as every other Japan document in this registry sourced from this same index page.
• The index page itself (fetched live, HTTP 200, 143773 bytes): https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html — re-confirmed row 1-1's two linked files (001249314.pdf blank template, 001331097.pdf worked example, plus a .docx edition not opened) and the full four-variant table already recorded in the no-board sibling's own VERIFICATION.md: | Row | Variant | Worked example | Blank template | |---|---|---|---| | 1-1 | Board of directors installed, incorporation by promoters (発起設立) | 001331097.pdf (this document's worked example) | 001249314.pdf (this document's source) | | 1-2 | Board of directors installed, public subscription (募集設立) | 001252642.pdf | 001249316.pdf | | 1-3 | No board of directors, incorporation by promoters (発起設立) | 001331002.pdf | 001249317.pdf (already published, jp/houmukyoku/stock-company-establishment-registration-application) | | 1-4 | No board of directors, public subscription (募集設立) | 001331010.pdf | 001249318.pdf |
• Cross-check source: the already-published no-board sibling's own two source PDFs, re-fetched fresh this cycle (001249317.pdf blank template, 574954 bytes; the sibling's worked example was not re-fetched since its own VERIFICATION.md already records the full extraction) — used only to isolate, line-by-line, exactly what differs between the two variants, not re-verified independently as its own claim (that document's own review gate already covered that).
• Retrieved / reviewed: 2026-07-10.
• Reviewer: GovSchema Engineering (Standards Engineer — initial authoring source review).

Bot-mitigation note

Re-confirms the finding recorded by every prior Japan cycle since GOV-2005: 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. All three files (blank template, worked example, index page) were fetched successfully with that browser User-Agent on the first attempt. node tools/verify-sources.mjs registry/jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors/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 were 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, top to bottom) then ascending x (column, left to right) before concatenation — the same x/y-coordinate row-grouping technique used for every other Japan document in this registry sourced from a non-AcroForm PDF with mixed prose/label-value layout. Zero AcroForm/Widget annotations were confirmed on every page of both PDFs via getAnnotations().

The critical extraction finding, driving this document's field/scope decisions, came from diffing this variant's own blank template and worked example against each other and against the already-published no-board sibling's own two source PDFs:

1. The blank template defers its entire 登記すべき事項 (matters to be registered) body to a separate annex page ("別紙のとおり（※別紙は４ ページ参照。）", page 1) — unlike the no-board sibling's own blank template, which embeds that body directly and fully on page 1 itself. The annex page (page 4 of the blank template) nonetheless still carries the identical ○○商事株式会社 placeholder content seen in the worked example's own annex (page 5), the same underlying reality already documented in the no-board sibling's own VERIFICATION.md (登記すべき事項 is a passage the applicant drafts and submits separately, not literal boxes printed on the page) — this document's structural presentation differs from its sibling, but the substance does not.
2. The attachment list's own wording for the officer's-acceptance and investigation-report items changes from parenthetical/optional auditor phrasing to unconditional auditor phrasing. The no-board sibling's blank template prints "設立時取締役（及び設立時監査役）の就任承諾書" and "設立時 取締役（及び設立時監査役）の調査報告書及びその附属書類" — the auditor bracketed as an "if any" case. This variant's blank template instead prints "設立時取締役、設立時代表取締役及び設立時監査役の就任承諾書" and "設立時 取締役及び設立時監査役の調査報告書及びその附属書類" — no brackets, and the representative director named as a third, distinct party alongside ordinary directors and the auditor. This is independent, source-printed corroboration (not outside legal knowledge) that a board-installed company's auditor is not merely optional the way it is for the no-board sibling.
3. The worked example's own officer block (登記すべき事項, annex page 5) additionally shows a 監査役 (auditor) entry, an auditor audit-scope registered-matter pair, and a 「監査役設置会社に関する事項」 line — none of which appear anywhere in the no-board sibling's own worked example (which the sibling's own VERIFICATION.md explicitly records as having "no auditor"). Combined with finding 2 above, this document treats the auditor as required rather than optionally gated — see "What the application maps to" below for the full disclosed reasoning, including the Companies Act art. 327(2) statutory backdrop and its narrow, out-of-scope exceptions.
4. The representative director is selected by the incorporation-time directors' own board resolution, not designated directly by the promoters/shareholders as in the no-board sibling. The worked example's own specimen packet (pages 12-13) shows a two-step process: first a "設立時取締役、設立時監査役選任及び本店所在場所決議書" (a promoters' resolution appointing the incorporation-time directors and auditor), then a separate "設立時代表取締役選定決議書" (a resolution of those already-appointed directors electing one of themselves as representative director) — the same two-document structure the no-board sibling's own attachment list already names (representativeDirectorSelectionDocumentFile), but there that document is only conditionally required ("more than one director is appointed and one of them is separately selected"), whereas here it is unconditionally printed on the attachment list and therefore modelled as always required.

What the application maps to

• フリガナ / 商号 / 本店 / 登記の事由 → companyNameFurigana, companyName, headOfficeAddress, incorporationProcedureCompletionDate — identical source rows and treatment to the no-board sibling document.
• 「公告をする方法」/「目的」/「発行可能株式総数」/「発行済株式の総数並び に種類及び数」/「資本金の額」 → methodOfPublicNotice, businessPurposes, totalAuthorizedShares, totalIssuedShares, capitalAmount — unchanged from the no-board sibling document; the board-of-directors distinction has no effect on any of these registered matters, confirmed by both variants' worked examples printing the identical illustrative values (800 authorized shares, 200 issued shares, ¥10,000,000 capital).
• 「株式の譲渡制限に関する規定」 → hasShareTransferRestriction + shareTransferRestrictionClause. Both variants' worked examples print the identical standard clause text, but the default approving body differs by operation of law even though neither source PDF prints it explicitly: Companies Act art. 139(1) makes the board of directors the default approver for a board-installed company (this document), versus the shareholders' meeting for a no-board company (the sibling) — disclosed in the field's own description rather than modelled as a separate field, since it is not itself a data point either source document asks the applicant to supply.
• 「役員に関する事項」（取締役） → directorNames, unchanged in kind from the no-board sibling, though this variant's own worked example lists three directors rather than two.
• 「役員に関する事項」（代表取締役） → representativeDirectorName / representativeDirectorAddress, unchanged in kind, but their description fields are updated to disclose the board-election mechanism (see extraction finding 4 above) in place of the no-board sibling's direct-designation mechanism.
• 「役員に関する事項」（監査役） → hasAuditor (now required: true, changed from the no-board sibling's required: false) + auditorNames (now unconditionally required: true rather than requiredWhen-gated). Grounded in extraction findings 2 and 3 above: Companies Act art. 327(2) requires a board-installed company to appoint an auditor unless it instead adopts a committee-based governance structure (指名委員会等設置会社/監査 等委員会設置会社) or is a non-public company with an accounting advisor (会計参与) installed — neither alternative structure is modelled by this document (see "What is NOT modelled" below), so within this document's own scope the auditor is not optionally gated. This is a deliberate, disclosed departure from the no-board sibling's own field shape, not an oversight — the two documents' hasAuditor fields are intentionally different (optional vs. required) because the underlying legal requirement itself differs by company structure.
• 「役員に関する事項」（監査役の監査の範囲に関する事項） → new field auditorScopeLimitedToAccounting (boolean, optional), with no counterpart on the no-board sibling document (whose own worked example has no auditor at all to have a scope-of-audit registered matter for). Sourced from the worked example's own annex line "監査役の監査の範囲を会計に関するものに 限定する旨の定款の定めがある".
• The filing block (page 2 of the blank template) → applicationDate, legalAffairsBureauOffice, contactPhoneNumber, filedByAgent / agentName / agentAddress — unchanged in kind and treatment from the no-board sibling document.
• The attachment list (「添付書類」) → documents[], the same ten attachment requirements as the no-board sibling document, by the same ids (deliberate reuse, not re-specification, per this registry's composability/reuse convention), but with two required/description changes disclosed above: representativeDirectorSelectionDocumentFile changes from conditionally required to unconditionally required (extraction finding 4), and acceptanceOfAppointmentLettersFile / investigationReportAndAttachmentsFile have their label/sourceRef updated to the unconditional (non- parenthetical) auditor wording this variant's own source PDFs print (extraction finding 2).

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

• The two remaining sibling variants (board installed + public subscription, no board + public subscription — rows 1-2 and 1-4 of the same index-page section) — each its own distinct template, left as candidates for a future companion-schedule cycle, per the "Why this candidate, this cycle" reasoning above.
• Committee-based governance structures (指名委員会等設置会社, nomination-committee company; 監査等委員会設置会社, audit-and-supervisory- committee company) and the non-public-company-with-accounting-advisor exception to Companies Act art. 327(2) — each a distinct, rarer governance structure under which a board-installed company's auditor requirement is replaced or waived. Neither source PDF examined this cycle documents either alternative structure; this document models only the plain board-of-directors-plus-company-auditor case its own worked example actually shows.
• The internal content of every attached supporting document (the articles of incorporation's own model articles; the promoters' consent/resolution letters; the investigation report; the capital-payment proof; the capital-amount certificate; the power of attorney) — each modelled only as a documents[] attachment requirement, not decomposed field-by-field, mirroring the no-board sibling document's own scope decision.
• The registration-fee/tax computation (「課税標準金額」and「登録免許税」) — both source documents show the identical formula already documented in the no-board sibling's own VERIFICATION.md (0.7% of capitalAmount, ¥150,000 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」 and, when hasAuditor is true, 「監査役設置会社に関する事項」「監査役設置会社」 — both fixed, non-variable constants that follow automatically from this document's own premise (this is the board-installed variant; a true hasAuditor implies the company is, by definition, an auditor-installed company) rather than independent data points the applicant supplies. Likewise「取締役会設置会社 に関する事項」「取締役会設置会社」is a fixed constant of this specific document (every filing against this template installs a board of directors, unlike the no-board sibling, where the equivalent statement is simply absent).
• The "other possible attachments" examples the worked example's own page 2 lists beyond the ten core attachment types (a share-registrar-agent contract, when one is appointed; a court-appointed inspector's investigation report and related professional certificates, for larger in-kind contributions requiring court inspection under Companies Act art. 33) — both narrower, rarer edge cases the source itself frames as supplementary examples ("それ以外の添付書類の例"), not part of the ten-item core attachment list either variant's blank template prints; left unmodelled, consistent with investigationReportAndAttachmentsFile's own existing scope boundary (ordinary directors'/auditor's investigation report, not a court-appointed inspector's).
• The Word (.docx) edition of the blank template, linked alongside the PDF at the same index-page row — not opened or cross-checked this cycle.

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/ validation constraint in schema.json was run against two realistic scenarios plus five negative controls:

``` PASS [OK] Scenario 1: worked-example values, board-installed, filed by representative director personally PASS [OK] Scenario 2: sole-promoter incorporation with agent filing PASS [FAIL] Negative control 1: missing hasAuditor/auditorNames (required in this board-installed variant) - MISSING required field: hasAuditor - MISSING required field: auditorNames PASS [FAIL] Negative control 2: missing shareTransferRestrictionClause when required - MISSING required field: shareTransferRestrictionClause PASS [FAIL] Negative control 3: missing agentName/agentAddress when filedByAgent=true - MISSING required field: agentName - MISSING required field: agentAddress PASS [FAIL] Negative control 4: capitalAmount below minimum (0) - INVALID minimum for capitalAmount: 0 < 1 PASS [FAIL] Negative control 5: missing representativeDirectorSelectionDocumentFile (always required in this variant) - MISSING required document: representativeDirectorSelectionDocumentFile

ALL SCENARIOS BEHAVED AS EXPECTED ```

Scenario 1 reproduces the worked example's own illustrative values (three directors, one also representative director, one auditor with scope limited to accounting, filed by the representative director personally — filedByAgent: false). Scenario 2 is an independently-constructed fictional scenario (a two-director incorporation, "藤崎コンサルティング株式会社", filed through a judicial-scrivener agent — exercising filedByAgent/agentName/ agentAddress together, with a different auditor-scope choice). The five negative controls confirm the check script actually enforces required/requiredWhen (for hasAuditor/auditorNames, unconditionally required in this variant unlike the no-board sibling; shareTransferRestrictionClause; the filedByAgent-gated agent fields; and representativeDirectorSelectionDocumentFile, unconditionally required in this variant) and validation.minimum (rejecting a zero-yen capitalAmount) 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/stock-company-establishment-registration-application-board-of-directors/1.0.0/schema.json ok registry/jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors/1.0.0/schema.json 1/1 document(s) passed.

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

Full-registry validation (this document plus every prior document) and node tools/verify-sources.mjs registry/jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors/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 seventh document in the registry (after jp/isa/certificate-of-eligibility-application, jp/j-lis/individual-number-card-issuing-application, jp/houmukyoku/stock-company-establishment-registration-application, jp/houmukyoku/limited-liability-company-establishment-registration-application, jp/houmukyoku/seal-registration-notification, and jp/nta/individual-income-tax-final-return) and its second in the Business Formation vertical alongside a company-type variant — Japan remains at 4 of its 6 verticals (Visa, National ID, Business Formation, Taxes); this document deepens rather than widens Business Formation coverage. DMV and Passport remain confirmed dead ends (GOV-2005).
• id/process slug stock-company-establishment-registration-application-board-of-directors reuses the already-published sibling's own base slug with a -board-of- directors suffix, following this registry's established suffix convention for a same-authority, same-underlying-process variant (e.g. ZA SARS's ITR14 Annexure family: -dormant, -micro-business, -body-corporate, -small-business, -medium-large-business).
• version set to 1.0.0: this document models one complete, self-contained procedural variant in full (every page of its own application template), the same basis this registry has used for every other Japan document's initial release.
• Conditional requiredness uses requiredWhen (GSP-0013), consistent with every other recent document in this registry.

Re-verification

Per the practice's cadence, nextReviewBy is set to 2027-01-10 (6 months). A future review should prioritize the two remaining sibling incorporation variants (board installed + public subscription; no board + public subscription) as companion documents, both flagged above as the registry's remaining open Japan companion-schedule candidates on the same houmukyoku.moj.go.jp index page.