Japan Stock Company Establishment Registration Application (Board of Directors Installed, Public Subscription)

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-2152). 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/stock-company-establishment-registration-application-board-of-directors'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) — the same finding every recent cycle of this issue has independently reached.

Before committing to this candidate, several genuinely open, unscreened verticals were scouted fresh this cycle to check for a wider-scope opportunity (opening a new vertical rather than deepening an existing one):

• Sweden's Passport and National ID verticals — both the Polisen passport/national-ID-card process and the Skatteverket ID-card process were searched. Both are confirmed to be fully appointment-based, in-person, biometric-capture processes with the application itself completed electronically at the counter — polisen.se's own forms library lists only a minors' appendix form (531-2) and a citizenship-establishment investigation form (531-1), neither a general passport/ID-card application; skatteverket.se's own English-language ID-card guide confirms "the application is completed electronically at the service centre" with no downloadable form. Consistent with this registry's established in-person-issuance dead-end pattern (e.g. CZ Passport/National ID, PT domestic Passport); not pursued further this cycle.
• Chile's Passport and National ID (cédula) verticals — Registro Civil e Identificación's own chileatiende.gob.cl guidance and a third-party "INSTRUCTIVO" PDF were checked. The INSTRUCTIVO PDF turned out to be a scanned-image specimen (0 extractable characters via pdfjs-dist, matching this registry's established scanned-image dead-end pattern, e.g. IRN's Portuguese pacto-social specimens); the PDI's own habilitación/renewal form for foreign nationals returned HTTP 403. Both processes are confirmed ClaveÚnica-login-gated appointment bookings with fingerprint/photo capture entirely in person, no field-level form. Not pursued further this cycle.
• Chile's Visa vertical — the National Migration Service's tramites.extranjeria.gob.cl portal was checked; it is the same class of authenticated online-portal gate already found for Chile's ClaveÚnica-based services in prior cycles, with no downloadable field-by-field guide found this cycle. Not pursued further this cycle.
• UAE Passport — ICP's own icp.gov.ae/u.ae pages confirm the process runs entirely through the "UAEICP" smart app / online smart-services platform, with no downloadable PDF application form referenced anywhere. Not pursued further this cycle.

None of these produced a stronger, ready-to-author source than CATALOG.md's own standing Known Gaps item 6, which explicitly names the Legal Affairs Bureau's two remaining sibling stock-company-incorporation variants (rows 1-2 and 1-4 of the same houmukyoku.moj.go.jp index page already sourced for the two already-published siblings, rows 1-3 and 1-1) as this registry's sole open, well-sourced Japan companion-schedule candidates — and explicitly flags row 1-2 (board installed + public subscription) as the natural next pick "once this simpler board-axis variant establishes the officer-particulars/ auditor pattern" (GOV-2049's own VERIFICATION.md), which GOV-2049 did. This cycle picked up that named candidate directly.

Row 1-2 (board installed, public subscription) was picked over the remaining row 1-4 (no board, public subscription) because it combines with an already-published sibling on only one axis at a time — the board-of-directors axis is already fully modelled (GOV-2049), so this document isolates and tests only the second axis (public subscription vs. incorporation by promoters) against that same board-installed baseline, rather than changing two axes from the no-board/promoter-only baseline at once. Row 1-4 remains a real, open, well-sourced candidate for a future cycle.

Sources examined

• Document (id, version): jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors-public-subscription / 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, 584493 bytes, with a browser User-Agent): https://houmukyoku.moj.go.jp/homu/content/001249316.pdf — item 1-2 ("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募集設立）", "Stock company with a board of directors, public subscription") of the same index page (https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html, section "１　設立") every other Japan stock-company-incorporation document in this registry is sourced from. 23 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, 659157 bytes, with a browser User-Agent): https://houmukyoku.moj.go.jp/homu/content/001252642.pdf — the Bureau's own filled-in specimen ("記載例") of the identical row 1-2 variant, titled on its own first line "（取締役会を設置する株式会社の募集設立）". 21 pages, 2 annotations (both non-form callout markers, confirmed not Widget/AcroForm fields), same placeholder company name "○○商事株式会社" throughout as every other Japan document in this registry sourced from this 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 1-2's two linked files (001249316.pdf blank template, 001252642.pdf worked example, plus a .docx edition not opened) and the full four-variant table already recorded in both already-published siblings' own VERIFICATION.md files: | Row | Variant | Worked example | Blank template | |---|---|---|---| | 1-1 | Board of directors installed, incorporation by promoters (発起設立) | 001331097.pdf | 001249314.pdf (published, jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors) | | 1-2 | Board of directors installed, public subscription (募集設立) | 001252642.pdf (this document's worked example) | 001249316.pdf (this document's source) | | 1-3 | No board of directors, incorporation by promoters (発起設立) | 001331002.pdf | 001249317.pdf (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 board-installed/promoter-only sibling's own blank template, re-fetched fresh this cycle (001249314.pdf, 623400 bytes) — used only to isolate, line-by-line, exactly what differs between the two board-installed variants (promoter-only vs. public subscription), not re-verified independently as its own claim (that document's own review gate, GOV-2051, 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 four files (blank template, worked example, cross-check sibling blank template, 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-public-subscription/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().

A disclosed text-positioning artifact, found and cross-checked rather than silently modelled as fact: the blank template's own attachment-list row for "定款" (articles of incorporation) renders, via naive y-coordinate row grouping, as a garbled merged string "定款人の同意書 １通" — closer inspection of the raw per-item x/y coordinates shows two text runs sharing an identical y-value (333.9): "定款" at x=104.4 and "人の同意書" at x=127.2 (the "発起" glyphs of what should read "発起人の同意書" on their own, separate row are simply missing from the extracted text, not merely mispositioned). The very next row (y=317.6) renders "発起人の同意書" correctly and completely on its own line. Rather than trust this ambiguous row, the companion worked example (001252642.pdf) was checked for the same two list items and renders them cleanly as two separate, correctly-spaced rows: "定款 １通" (y=256) and "発起人の同意書 ○通" (y=240) — matching, item for item, the already-published board-installed/promoter-only sibling's own "定款 １通" / "発起人の同意書 通" pair. This document's own documents[] entries for articlesOfIncorporationFile and promotersConsentLetterFile are modelled on the worked example's clean two-row reading (and disclose the blank template's own artifact in their sourceRef), not on the blank template's own garbled single row — the same class of font/text-positioning artifact this registry has previously disclosed rather than silently trusted (e.g. the AT/BMI national-identity-card cycle's own disclosed font artifact).

The remaining, substantive extraction findings, driving this document's field/scope decisions, came from diffing this variant's own blank template and worked example against the board-installed/promoter-only sibling's own source PDFs:

1. The registered 'matters to be registered' content (登記すべき事項) is structurally and substantively identical to the board-installed/ promoter-only sibling's own annex — same officer-particulars shape (directors, board-elected representative director, mandatory auditor with optional accounting-only scope limitation), same branch-office and board-/auditor-installed-company registered-matter lines, and the same illustrative values (800 authorized shares, 200 issued shares initially in the sibling vs. this document's own worked example showing the identical figures) — confirming the public-subscription/promoter-only axis has no effect on this content, only on the attachment list (see below) and the registration-reason date's own fixed phrase.
2. The registration-reason phrase changes from '発起設立の手続終了' to '募集設立の手続終了', and the worked example carries a distinct explanatory annotation this variant's sibling does not have: '創立総会の 終了の日等を記載してください（会社法第911条第2項参照）' ('record the date the organizational general meeting concluded, etc. — see Companies Act art. 911(2)') — grounding this document's organizationalMeetingCompletionDate field name and description in the source's own reference to the organizational meeting as the date's basis, distinct from the sibling's own promoter-completion-date framing.
3. The attachment list gains three items not on the board-installed/ promoter-only sibling's own list, each grounded in the public- subscription procedure's own statutory requirements: 株式申込書 (share subscription application forms, or a bank/trust-company handling certificate as an alternative — needed because third-party subscribers must formally apply for shares, unlike promoter-only incorporation); 創立総会議事録 (organizational general meeting minutes — Companies Act arts. 87-92 require a meeting of all subscribers before a 募集設立 incorporation is complete, with no counterpart step under 発起設立); and the sibling's plain "払込みを証する書面" (a simple payment certificate) is replaced by the stricter "払込金保管証明書" (a custody certificate prepared by a bank or trust company handling the payment, per its own attachment note '銀行等の払込みを取り扱う機関が作成したものです') — Companies Act art. 64's own heightened funds-custody requirement for funds solicited from third-party subscribers, versus art. 34's simpler payment-certification standard for promoter-only funding.
4. Every other attachment item (定款, 発起人の同意書, 設立時代表取締役を選定したことを証する書面, 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, 印鑑証明書, 本人確認証明書, 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, 資本金の額の計上に関する設立時代表取締役の証明書, 委任状) is worded and scoped identically to the board-installed/promoter-only sibling's own list, confirming the board-of-directors axis (already fully modelled in that sibling) is unaffected by the public-subscription/promoter-only axis this document isolates.

What the application maps to

• フリガナ / 商号 / 本店 → companyNameFurigana, companyName, headOfficeAddress — identical source rows and treatment to both already-published sibling documents.
• 登記の事由 → organizationalMeetingCompletionDate (renamed from the sibling's incorporationProcedureCompletionDate to reflect the source's own organizational-meeting framing — extraction finding 2 above).
• 「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 both already-published sibling documents; confirmed by extraction finding 1 above.
• 「株式の譲渡制限に関する規定」 → hasShareTransferRestriction + shareTransferRestrictionClause — unchanged from the board-installed/ promoter-only sibling, including its own disclosed Companies Act art. 139(1) default-approving-body note (this document shares that sibling's board-installed status, not the no-board sibling's shareholders'-meeting default).
• 「役員に関する事項」（取締役／代表取締役／監査役） → directorNames, representativeDirectorName, representativeDirectorAddress, hasAuditor (required), auditorNames (required), auditorScopeLimitedToAccounting — unchanged in kind and treatment from the board-installed/promoter-only sibling document, per extraction finding 1 above (same board-election mechanism for the representative director; same mandatory-auditor Companies Act art. 327(2) reasoning).
• The filing block (page 2-3 of the blank template) → applicationDate, legalAffairsBureauOffice, contactPhoneNumber, filedByAgent / agentName / agentAddress — unchanged in kind and treatment from both already-published sibling documents.
• The attachment list (「添付書類」) → documents[]. Nine of the twelve ids are the board-installed/promoter-only sibling's own ids, reused verbatim (deliberate reuse, not re-specification, per this registry's composability/reuse convention): articlesOfIncorporationFile, promotersConsentLetterFile, representativeDirectorSelectionDocumentFile, acceptanceOfAppointmentLettersFile, sealCertificatesFile, identityVerificationDocumentsFile, investigationReportAndAttachmentsFile, capitalAmountCertificateFile, powerOfAttorneyFile. Three new ids model the public-subscription-only attachments disclosed in extraction finding 3 above: shareApplicationFormsFile, fundsCustodyProofDocumentFile (replacing the sibling's proofOfPaymentDocumentFile — a deliberately distinct id, since the two attachments are legally distinct instruments, not merely a relabeling of the same one), and organizationalMeetingMinutesFile.

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

• The remaining sibling variant (no board of directors + public subscription, row 1-4 of the same index-page section) — its own distinct template, left as a candidate 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, 監査等委員会設置会社) and the non-public-company-with-accounting-advisor exception to Companies Act art. 327(2) — 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 same scope boundary as the board-installed/ promoter-only sibling document.
• A promoter/third-party-subscriber split of totalIssuedShares, or of the capital amount — neither source PDF's own registered-matters content breaks the issued-share total or capital amount down by subscriber category; both are registered only as single running totals (extraction finding 1).
• The internal content of every attached supporting document (the articles of incorporation's own model articles; the promoters' consent letter; the share-subscription application forms; the funds-custody certificate; the organizational-meeting minutes; the investigation report; the capital-amount certificate; the power of attorney) — each modelled only as a documents[] attachment requirement, not decomposed field-by-field, mirroring both already-published sibling documents' own scope decisions.
• 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 both already-published siblings' own VERIFICATION.md files (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」，「取締役会設置会社に関する事項」 「取締役会設置会社」and「監査役設置会社に関する事項」「監査役設置会社」 — each a fixed, non-variable constant that follows 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), not an independent data point the applicant supplies — the same treatment as the board-installed/promoter-only sibling document.
• The "other possible attachments" examples the worked example's own page 2 lists beyond the twelve 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 twelve-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 seven negative controls:

``` PASS [OK] Scenario 1: worked-example-style values, board-installed public-subscription incorporation, filed personally PASS [OK] Scenario 2: same incorporation filed through a judicial-scrivener agent PASS [FAIL] Negative control 1: missing hasAuditor/auditorNames - 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 - MISSING required document: powerOfAttorneyFile PASS [FAIL] Negative control 4: capitalAmount below minimum (0) - INVALID minimum for capitalAmount: 0 < 1 PASS [FAIL] Negative control 5: missing shareApplicationFormsFile (always required in this variant) - MISSING required document: shareApplicationFormsFile PASS [FAIL] Negative control 6: missing fundsCustodyProofDocumentFile (always required in this variant) - MISSING required document: fundsCustodyProofDocumentFile PASS [FAIL] Negative control 7: missing organizationalMeetingMinutesFile (always required in this variant) - MISSING required document: organizationalMeetingMinutesFile

ALL SCENARIOS BEHAVED AS EXPECTED ```

Scenario 1 is an independently-constructed fictional scenario modelled on the worked example's own illustrative shape (three directors, one also representative director, one auditor with scope limited to accounting, filed by the representative director personally — filedByAgent: false). Scenario 2 re-uses the same incorporation but exercises filedByAgent / agentName / agentAddress together (filed through a judicial-scrivener agent) and flips auditorScopeLimitedToAccounting to false. The seven negative controls confirm the check script actually enforces required/requiredWhen (for hasAuditor/auditorNames, unconditionally required in this variant; shareTransferRestrictionClause; the filedByAgent-gated agent fields and powerOfAttorneyFile; and the three public-subscription-only attachments — shareApplicationFormsFile, fundsCustodyProofDocumentFile, organizationalMeetingMinutesFile, each 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-public-subscription/1.0.0/schema.json ok registry/jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors-public-subscription/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-public-subscription/1.0.0/schema.json ok registry/jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors-public-subscription/1.0.0/schema.json [v0.3] 1/1 document(s) validated against the meta-schema (ajv 2020-12). ```

Full-registry validation (find registry -name schema.json | xargs node tools/validate.mjs, this document plus every prior document — 332/332 passed) and node tools/verify-sources.mjs registry/jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors-public-subscription/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 eighth 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, jp/nta/individual-income-tax-final-return, and jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors) and its third in the Business Formation vertical alongside two company-type variants — 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-public-subscription reuses the already-published board-installed sibling's own base slug with a further -public-subscription 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; CH-ZH's Hilfsblatt-A pair: -vereinfachte-buchfuehrung, -kaufmaennische-buchfuehrung).
• 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 one remaining sibling incorporation variant (no board of directors + public subscription, row 1-4 of the same houmukyoku.moj.go.jp index page) as a companion document, the registry's last remaining open Japan stock-company-incorporation candidate on this index page.